Exhibit 10.3



 Exhibit 10.3 
 

 
 APPLICATION AND SERVICES AGREEMENT 
 This Application and Services Agreement (this “Agreement”), made as of October 7th, 2005 (the “Effective Date”), is
by and between Furniture.com, Inc., a Delaware corporation, with an office at 85 River Street, Suite 8, Waltham, MA 02453 (“Furniture.com”), and Roomstore, Inc., a Virginia corporation, with an office at 12501 Patterson Avenue, Richmond,
VA 23238 (“Client”) (Furniture.com and Client sometimes are referred to herein individually as a “Party” or collectively as the “Parties”). 
  
 B A C K G R O U N D 
 A. Furniture.com
provides applications and services that facilitate the sale and service of furniture and that typically include the following components: (i) hosting certain software and providing certain software support, customer database hosting and other
related services; (ii) populating its service and the associated database(s) with Client’s data and information; (iii) providing access to the services and the applicable database(s) by Client and its customers and potential
customers, and (iv) updating and enabling Client to update the applicable databases. 
 B. Furniture.com’s services
include the Application Services, the Implementation Services and the Custom Services, each as further described in Section 1 (collectively, the “Services”). 
 C. Furniture.com desires to sell and deliver the Services to and on behalf of Client, and Client desires to utilize the Services for
itself and its customers, in accordance with the terms and conditions of this Agreement. 
 For and In consideration of the
premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, agree as follows: 
  

	1.	Description of Services 

 (a)
Application Services. As further described in Exhibit A to this Agreement, Furniture.com will provide access to Furniture.com’s proprietary software applications (the “Software”) and perform certain ongoing services (the
“Ongoing Services”) (collectively, the “Application Services”) during the “Term” (hereinafter defined) of this Agreement in consideration for payment of the fees set forth in Exhibit D. As further described in
Exhibit A. Furniture.com will provide the host servers to run the Software, host the www.furniture.com website (the “Furniture.com Website”) and the www.roomstore.com website (the “Client Website”), process
and store the Client Information and Customer Information, and provide all necessary facilities, equipment and peripherals used for such purpose (the “System”). 

 (b) Implementation Services. As further
described in Exhibit A, and designated therein under the heading “Implementation Services”, Furniture.com will provide certain services to develop applications and other interfaces in order to establish connectivity between the
systems of Furniture.com and Client and to populate the Software and the applicable database(s) of both the Furniture.com Website and the Client Website with the Client Information (as defined in Section 6(a)(iii)), including any customization
of the Software necessary to initiate the Application Services and reasonably accommodate Client’s particular business and operational requirements (collectively, “Implementation Services”). Client hereby grants to Furniture.com the
limited right to access necessary Client systems (whether owned, licensed or otherwise contracted) solely for the purposes of the foregoing, and for the continuing purpose of performing Furniture.com’s obligations pursuant to this Agreement.

 (c) Custom Services. Furniture.com may provide certain additional services in connection with the implementation and/or operation of
the Application Services, subject to terms and conditions to be agreed between the Parties in writing at such time as such services are requested by Client (“Custom Services”). 
 (d) SLA’s. The Application Services shall be provided to Client in accordance with the Service Level Agreement (“SLA”) set forth in Exhibit B. 
  

	2.	Access License; Passwords 

 (a)
License. Provided that Client has paid the applicable fees, and subject to the terms and conditions set forth herein, Furniture.com grants to Client a nontransferable (except as permitted in Section 13(i)), limited license to utilize the
Application Services, including the Software, solely for Client’s own business purposes and the business purposes of its subsidiaries, parent and affiliated companies. The administrative, password protected portions of the Application Services
may only be accessed by an Authorized User (as defined in Section 2(b)). Client is expressly prohibited from sublicensing, selling, renting, leasing, providing service bureau or timeshare services, distributing or otherwise making the
Application Services or the Software available to or for the 









 benefit of third parties other than any third party Authorized Users. 
 (b) Authorized
Users. For purposes of this Agreement, an “Authorized User” is an individual; (i) who is an employee, an agent or other representative of Client, or other authorized third party individuals selected by Client; (ii) who has
been properly issued a valid password that subsequently has not been deactivated, and (iii) has completed training, conducted by Furniture.com or trainers employed by Client and trained by Furniture.com to use the Application Services.

 (c) Passwords. (i) Access to the system and database management functions of the Application Services by Authorized Users is
enabled only by passwords that Furniture.com supplies to Client for issuance to Authorized Users, Client is solely responsible for the management and control of those passwords, and Authorized Users shall not be permitted to disclose or transfer a
password to any third party. 
 (ii) Client acknowledges (A) that the protection of the passwords issued to Authorized
Users is an integral part of Furniture.com’s security and data protection process and procedures and, further, (B) that Furniture.com and third parties with respect to which Furniture.com acts as a service provider will rely on Client
utilizing and maintaining proper password control obligations and procedures. In the event that Furniture.com has reasonable cause to believe that a password is being improperly used by an Authorized User or is being used by an unauthorized person,
Furniture.com reserves the right to deactivate that password without prior notice to the Client or the affected Authorized User; provided, however, that Furniture.com shall promptly provide notice as soon as practicable thereafter, so that a new
password can be provided to Client. 
 (iii) Upon Client’s request, Furniture.com will provide Client users a valid
username and password for access to Furniture.com administrative applications within three (3) business days of Furniture.com’s e-mail receipt of such users’: 
 First name 
 Last Name 
 E-mail Address 
 Phone Number 
 Position in Client organization 
 Permissions will be allowed based on the Client functions and permissions enabled for such users’ position in Client organization. Special permissions
may be granted by exception. 
  

 (d) Client-Unique Materials. In the event that Furniture.com (i) files a petition of bankruptcy or a bankruptcy proceeding is brought against
Furniture.com and not dismissed within sixty (60) days following its filing and Furniture.com fails to perform its obligations under this Agreement, or (ii) Furniture.com ceases to operate its business in the normal course without
providing a successor, provided that this Agreement has not expired or been terminated, and that Client is not, at such time, in breach of this Agreement, upon Client’s written request, Furniture.com shall deliver to Client any customized or
Client-unique source code of the Client Website, together with Furniture.com proprietary materials required to compile such source code into object code, if any (collectively, “Client-Unique Materials”). Upon Client’s receipt of the
Client-Unique Materials as provided herein, Furniture.com’s obligations under the Agreement shall immediately terminate. Furniture.com shall, at such time, grant to Client a limited, non-exclusive, non-transferable and royalty-free license to
use and modify the Client-Unique Materials, solely for Client’s internal purposes to support and maintain the Client Website for Client’s permitted use in accordance with the terms of this Agreement, which license shall terminate upon the
expiration of the then-current (at the time of Client’s receipt of the Client-Unique Materials) Initial Term or Renewal Term of this Agreement. For the avoidance of doubt, during such term, Furniture.com shall be entitled to the Fees due and
owing in accordance with Exhibit D hereto. Upon any provision of Client-Unique Materials in accordance with this Section 2(d), Furniture.com shall provide Client with copies of the versions of Client Information, Customer Information and
other content then in use in connection with the Client Website. 
  

	3.	Exclusivity 

 (a) Zip Code
Exclusivity. During the Term, in the zip codes set forth on Exhibit C (the “Exclusive Zip Codes”), except as set forth in Section 3(c) below or as permitted by Client in writing, Furniture.com shall not permit any person or
entity other than Client to offer furniture and related services for sale through the domain name and website “Furniture.com”. In the event that Client expands the geographic area in which it operates to include additional zip codes, such
zip codes, if not otherwise then presently serviced by another client of Furniture.com (or an entity with which Furniture.com is in active negotiations with respect to the servicing of such additional zip codes), and such other zip codes to which
the Parties may agree, and following Furniture.com’s receipt of written notice from Client regarding such expansion, may be added to the Exclusive Zip Codes upon the execution of a written amendment hereto. In the event that Client ceases its
delivery or service operations in any of the Exclusive Zip Codes, and does not subsequently reconstitute such operations in any such zip code within three (3) months of 


  

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 such cessation, such zip code shall, upon the expiration of such three (3) month period, cease to be an Exclusive Zip Code hereunder. If, at any time Furniture.com has a bona fide desire and actual
intent to allow a third party the right to offer furniture for sale through the domain name and website “Furniture.com” in the states of Louisiana, Mississippi, Alabama, Georgia, or Florida, Furniture.com shall
provide a written notice to Client stating the zip codes to be offered to the third party. Client shall have a right of first refusal with regard to such zip codes prior to Furniture.com permitting such third party the right to offer furniture for
sale the domain name and website “Furniture.com” and upon written notice to Furniture.com, such zip code shall be added to the Exclusive Zip Codes. If Client exercises its right of first refusal, Client agrees to commence delivery within
such zip code within six (6) months following such exercise. If Client waives its right of first refusal, Furniture.com may enter into an arrangement with such third party; provided, however, if Furniture.com fails to enter into an agreement
with such third party within six (6) months thereafter, Client will again have the right of first refusal with regard to such zip codes. There shall be no geographic limitation with respect to sales or marketing to Customers through the Client
Website. For the purposes of this Agreement, a “Customer” means a person or entity that: (i) browses or purchases Client’s merchandise or services via the Furniture.com Website; and (ii) browses, makes a purchase on or
otherwise interacts with the Client Website. 
 (b) Exclusive On-line Channel. During the Term, Client shall not, directly or indirectly,
itself or through any parent, subsidiary or affiliate, permit its products and related services to be sold on-line to Customers in the Exclusive Zip Codes, other than through the Application Services. For purposes of this Agreement,
“on-line” shall mean through the Internet, the World Wide Web, any similar communication methods, channels or protocols, and any successor thereto. 
 (c) Additional Efforts. Furniture.com and Client hereby acknowledge that the Parties may wish to supplement this Agreement with additional Internet efforts within the Exclusive Zip Codes. Any such
initiatives shall be implemented upon the execution of a written amendment hereto. 
  

	4.	Fees 

 (a) Services Fees. All fees
hereunder are described in Exhibit D. 
 (b) Payments. All payments hereunder shall be in accordance with Exhibit D.

 (c) Taxes. If any excise, use, property or other taxes, or any other governmental charges or surcharges 

 (including interest, penalties and fines) are due
or are assessed on or with respect to any amounts payable by Client pursuant to this Agreement (other than taxes on the income or employees of Furniture.com), they will be the sole responsibility of, and payable by, Client. 
 (d) Audit. Each Party shall maintain complete, clear and accurate records of all revenues, fees, transactions and related documentation in connection
with the performance of this Agreement (“Records”). All such Records shall be maintained for a minimum of three (3) years or such period required by applicable law, whichever is longer. For the sole purpose of ensuring compliance with
this Agreement, each Party shall have the right, at its sole expense, upon reasonable prior notice and during normal business hours, to conduct a reasonable and necessary copying and inspection of portions of the Records of the other Party that are
directly related to amounts payable to a Party pursuant to this Agreement, which right may, at such Party’s option be exercised by directing an independent certified public accounting firm subject to strict confidentiality restrictions to
conduct such inspection. For the avoidance of doubt, any information disclosed pursuant to any such audit shall be considered the Confidential Information of the audited Party. The auditing Party shall pay for the expenses to conduct such audit.
However, if the audit reveals an underpayment by the audited Party of more than five percent (5%) of the amount initially claimed to have been owed to the auditing Party hereunder, the audited Party shall immediately, upon the auditing
Party’s request, pay the amount of such underpayment to the auditing Party and reimburse the auditing Party for its reasonable expenses associated with the audit. 
  


	5.	Client Responsibilities 

 (a) Client
Participation. (i) In conjunction with its obligation to participate in the Implementation Services as set forth and designated as such in Exhibit A and the Client responsibilities designated therein (“Implementation Client
Responsibilities”), Client will assign personnel to perform the applicable tasks and will make commercially reasonable efforts to supply information and otherwise assist as reasonably necessary to affect the commencement of the Application
Services via the Implementation Services. 
 (ii) For the avoidance of doubt, each Party acknowledges and agrees that its
respective obligations under this Agreement may be contingent upon the timely performance by the other Party of such other Party’s obligations under this Agreement, including such other Party’s obligations under Exhibit A. For the
further avoidance of doubt, neither Party shall be held liable for any failure or delay by such Party in meeting any applicable performance or delivery schedule under this 


  

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Agreement if such failure or delay is caused by the other Party’s failure or delay in performing any of its obligations hereunder (a “Delay”). Any such Delay shall result in an
automatic extension of the applicable performance or delivery schedule required of such Party by the period of such Delay. 
 (b) Client
Access to Internet. Other than connectivity between Client’s systems and Furniture.com’s servers, as established pursuant to the Implementation Services and which connectivity shall be the responsibility of Furniture.com, Client is
solely responsible for separately obtaining any software, equipment and services, including connectivity, required for Client to access and communicate with the Application Services. Such requirements are as set forth in Exhibit E.

 (c) Accuracy of Client Data and Information. Client is solely responsible for the integrity of all data and information that is
provided to Furniture.com by Client under this Agreement (e.g., the Client Information), including completeness, accuracy, validity, authorization for use and integrity over time, regardless of form and format, and whether or not such data is
used in conjunction with the Application Services. Further, Client and Furniture.com shall jointly work to assure that the initial importing of the Client Information into Client’s database by Furniture.com has been properly performed. Client
shall use commercially reasonable efforts, utilizing industry standard tools and procedures, to assure that, upon delivery to Furniture.com or incorporation into Furniture.com’s databases, the Client Information that is extracted from
Client’s databases, or which is otherwise provided by Client hereunder, shall not contain any viruses, worms or similar destructive or malicious features, programs or routines. 
 (d) Product Selection. Client represents, warrants and covenants that, commencing no later than six (6) months following the Effective Date and at all times thereafter during the Term that no
less than seventy five percent (75%) of its furniture (excluding accessories) product selection shall be made available through the Application Services. Client shall provide product photography, information, and finish samples or upholstery
swatches to allow accurate and complete presentation of such product selection. 
 (e) Promotion. Client may include the Furniture.com
name, logo (if applicable) and URL (www.furniture.com), as applicable, in Client print, radio, television and on-line (as defined in Section 3(b)) advertising and promotional activities, including any on-line presence controlled by
Client. Unless otherwise provided by Furniture.com, Client may utilize the logos and marks set forth on Exhibit F. Subject to the terms and conditions of this Agreement, Furniture.com hereby grants to Client, for the Term and


 solely as necessary to comply
with this Section 5(e), a limited license to utilize the Furniture.com trademarks and logos set forth on Exhibit F, utilizing the colors and proportions provided in such exhibit. 
 (f) No Reverse Engineering. Client shall not attempt to decode, disassemble, copy, transmit, transfer or otherwise reverse engineer the Services,
including the Software. 
  

	6.	Mutual Confidentiality 

 (a)
Parties’ Obligations. Each of the Parties agrees: (i) to maintain, in strict confidence at all times any information that it receives prior to and during the Term of this Agreement, whether written or otherwise related to the
business of the other Party, including (A) Client’s data (including data received from Client’s Customers and other Client Information) and information provided to Furniture.com for utilization in connection with the Services,
(B) each Party’s sales, marketing and technical information relating to such Party’s services, customers, partners, financial condition, marketing plans, Orders, Delivered Sales, Returns and Reprocessed Orders (each as defined in
Exhibit D) or Order Falloff (as described at Section 12(f)) Information, survey results, order cancellations and activities in general, (C) Furniture.com’s technical information relating to the Software and the Application
Services, and (D) the terms and conditions of this Agreement, including commission percentages (collectively, “Confidential Information”); and (ii) (A) not to disclose, use, transmit, inform or make available to any entity,
person, body or governmental agency any of the Confidential Information, except as a necessary part of the rendering or utilizing of the Services, and, further, (B) to take all such actions as are reasonably necessary and appropriate to
preserve and protect the Confidential Information and the Parties’ respective rights therein in, at all times exercising at least a reasonable level of care. 
 (ii) Notwithstanding the foregoing, Client acknowledges that in connection with delivery of Application Services, certain of Client’s Confidential Information, in particular, the Client Information,
will be hosted by Furniture.com or third parties in accordance with Section 6(d), on servers that access the Internet. Furniture.com’s only obligation for protection of the Client Information is to provide the hosting security described in
Exhibit G. Furniture.com shall have no responsibility or liability for unauthorized access to or dissemination of Client Information by Authorized Users whether as a result of breach of data security, misappropriation or misuse of passwords
or any other cause, other than Furniture.com’s failure to comply with the security requirements in Exhibit G. 


  

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 (iii) For purposes of this Agreement, “Client information” means Confidential Information or other information, about Client’s business, products, services and Customers that Client and/or
its Customers deliver to Furniture.com for use in its implementation or performance of the Services, including data and images. Client acknowledges and agrees that product information in connection with the offering by Furniture.com of Client’s
products through the Application Services will be disclosed to the public via the Application Services. 
 (b) Exclusions. Confidential
Information shall not include any information (other than Personal Information) that is (i) already known to the receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known
through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to receiving Party on a non-confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired
such information; (iv) communicated to a third party by receiving Party with the express written consent of the other Party hereto, or (v) legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or
governmental process, provided the receiving Party provides prompt notice of any such process to the other Party (unless such notice is prohibited by the terms of such process) so that such Party will first have the opportunity to obtain a
protective order prior to any disclosure and in the event that no such protective order is obtained (or the other Party has waived compliance with the terms of this section), the receiving Party will furnish only that portion of the Confidential
Information which it is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. 
 (c) Need to Know. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees or agents who require
access in order to perform or use the Application Services, Implementation Services or Custom Services, acknowledging that certain Confidential Information of each Party may be disclosed as part of the Application Services; and, except as otherwise
provided, neither Party shall make Confidential Information available to any other person or entity without the prior written consent of the other Party. 
 (d) Outsourcing. Client understands and agrees that Furniture.com may transfer Confidential Information of Client to a third party hosting entity for the purposes of providing the communications
infrastructure, hosting services and/or related support and other operations necessary to deliver all or certain portions of the Services; provided that Furniture.com, in turn, binds such third party to confidentiality, privacy, security and
non-disclosure terms that are at least as protective of Furniture.com’s and 

 Client’s interests as the terms stated herein and discloses to Client the existence of such disclosure to, and the name of, such third party hosting
entity. 
 (e) Destruction or Return of Confidential Information. In the event of termination or expiration of the Term of this Agreement
for any reason, each Party shall promptly return to the other Party, or destroy, as the Parties agree, all copies of the other Party’s Confidential Information that it has received, including Client Information, all copies, notes or other
derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving Party in any form or for any reason 
  

	7.	Ownership 

 (a) Furniture.com.
(i) Furniture.com owns all rights, title and interest in and to the Services, including the Software. Further, Client agrees that the Application Services screens and any output of the Services, excepting the Client Information and any Customer
Information (as defined below at Section 7(b)), are the property of Furniture.com and subject to United States and other applicable patent, copyright, trademark and trade secret laws and treaties; and Client agrees that it shall not remove,
alter or obstruct any ownership or use legends that Furniture.com places on any such screens or output of the Services. Nothing contained in this Agreement shall be construed as granting Client any rights in or to the Application Services (including
the Software and output of the Application Services), the deliverables from the Implementation or Custom Services or related Furniture.com Confidential Information, other than the right to use the Services and any applicable Confidential Information
of Furniture.com during the Term, in accordance with this Agreement. 
 (ii) Client agrees that Furniture.com has and retains
all rights to use any data and information relating to the Software and Services that it receives from Client including any information that constitutes, or results in, an improvement or other modification to the Software or the Services, but
excluding the Client Information and Customer Information. For the avoidance of doubt, Furniture.com shall own all rights, title and interest in and to any inventions, modifications, discoveries, designs, developments, improvements, processes,
software, works of authorship, formulae, techniques and know-how (“Developments”) which are developed by Furniture.com as a result of the Services, and to the extent that the ownership of any Developments vests in Client, Client hereby
assigns all rights, title and interest, including all intellectual property rights, therein and thereto, to Furniture.com. 


  

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 (iii) All rights (including all intellectual property rights) to and/or with respect to any items, materials or services relating to the Services, including the Software and the Application Services, not
expressly licensed by Furniture.com hereunder, are expressly and exclusively retained by Furniture.com and its licensors. 
 (b) Client.
(i) Furniture.com agrees that all Client Information and Customer Information provided to Furniture.com under this Agreement for use in connection with the Application Services is the property of Client. The domain names for the Client Website
are the sole and exclusive property of Client (even if procured and administered by Furniture.com for Client), constitute “Client Information”, and Furniture.com will only use such domain names in a manner consistent with instructions
given by Client relative to the operation of the Client Website. In order for Furniture.com to modify and configure the Client Information provided by Client to Furniture.com hereunder for use in connection with the Application Services, Client
hereby grants to Furniture.com a perpetual, irrevocable license to use, copy, modify, adapt, display and create derivative works from Client Information provided by Client to Furniture.com. The Parties agree, subject to the rights of Client’s
Customers, that information and any other personally identifiable information, submitted by Customers of Client through the Application Services (the “Customer Information”), shall belong to Client. Client hereby grants to Furniture.com a
license to utilize aggregated data derived from the Customer Information, provided that all personally identifiable information is first removed from such Customer Information, and provided that no aggregated data which would identify the Client
shall be used by Furniture.com. The license set forth in the immediately preceding sentence shall be perpetual and irrevocable with respect to information relevant to Furniture.com’s financial reporting and analysis and shall be for the
duration of the Term with respect to all other Information. 
 (ii) Client shall own all Intellectual Property Rights in and
to the Client’s trademarks, service marks, trade names, service names, domain names, symbols, logos, icons, graphic images and copy (collectively, “Client’s Marks”), Client Website, Client Information and Customer Information.
“Intellectual Property Rights” means, on a world-wide basis, any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship including, without limitation, copyrights, moral rights and
mask-works, (ii) rights in Client’s Marks, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights of every kind and nature and
however designated, whether arising by operation of law, contract, license or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues 

 thereof now or hereafter made, existing, or in
force (including any rights in any of the foregoing). Furniture.com shall not at any time adopt or use, without Client’s prior written consent, any variation of Client’s Marks or other Intellectual Property Rights, or any mark likely to be
similar thereto or confused therewith. Any and all goodwill arising from Furniture.com’s use of Client’s Marks or Intellectual Property Rights shall inure solely to the benefit of Client, and neither during nor after the termination of
this Agreement shall Furniture.com assert any claim to Client’s Marks, Intellectual Property Rights or associated goodwill. Furniture.com shall use Client’s Marks in conformance with any trademark guidelines conveyed to Furniture.com by
Client from time to time. 
  

	8.	Limited Warranties 

 (a) Standards of
Performance. The Services shall be provided in a professional and workmanlike manner, using personnel with skills and experience appropriate to the applicable components of the Services, in a manner consistent with industry standards, and in
accordance with any specifications set forth in this Agreement and any exhibit thereto (e.g., Exhibit A). As regards the Application Services in particular, Furniture.com warrants that such services shall be consistent with industry standards
and conform to the SLA’s stated in Exhibit B; and in the event of any breach of the SLA’s stated in Exhibit B, Client’s sole and exclusive remedy therefor shall be in accordance with Section 12(g). 
 (b) Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, FURNITURE.COM HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF
ANY KIND WHATSOEVER RELATING TO THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, FURNITURE.COM DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INCLUDING THE SOFTWARE AND THE
OUTPUT THEREOF. FURNITURE.COM IS PROVIDING THE SERVICES TO CLIENT WITH NO OTHER WARRANTIES WHATSOEVER, INCLUDING ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE. FURTHER, FURNITURE.COM DOES NOT WARRANT THAT
THE SERVICES WILL BE ERROR-FREE OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION. THE FOREGOING DISCLAIMER ALSO APPLIES TO FURNITURE.COM’S SUBCONTRACTORS AND ANY OTHER THIRD PARTY SUPPLIERS OF PRODUCTS AND SERVICES (“SUPPLIERS”).



  

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	9.	Furniture.com Indemnification 

 (a)
Indemnity. Furniture.com will indemnify, defend and hold harmless at Furniture.com’s expense Client, its members, subsidiaries, divisions, parent, other affiliated or related companies or entities, and each of their respective current
and former successors, assigns, directors, officers, agents, representatives, attorneys, fiduciaries, administrators, stockholders and employees (collectively, “Client Covered Entities”) from and against any and all costs, liabilities,
losses and expenses, including reasonable attorney’s fees, and amounts awarded by a court or paid in settlement arising from any claim, suit, action or proceeding brought by any third party against any of the Client Covered Entities
(i) that the Services (including the Software and Systems, but excluding any Client Information and Customer Information) infringe or misappropriate, as applicable, any United States patent, copyright, trade secret, trademark, or any other
intellectual property or proprietary rights of any third party, (ii) that Furniture.com or any of its agents or employees have used Client Information or Customer Information in violation of this Agreement. Furniture.com shall have sole control
of the defense with respect to any such claim (including settlement of such claim). 
 (b) Remedies. If a court of competent jurisdiction
or Furniture.com determines that any claim that the Services or any component thereof, excluding the Client Information and Customer Information, infringe or misappropriate, as appropriate, any United States patent, copyright, trade secret, or
trademark, prevails or is likely to prevail, Furniture.com may, at its option and expense, as its sole and exclusive obligation, and Client’s sole and exclusive remedy for any infringement or misappropriation of intellectual property rights,
(i) procure the right for Client to continue to use the Software, System and Services; (ii) replace or modify the Software, System or Services so that they or it no longer Infringe or misappropriate, as applicable, any such United States
patent, copyright, trade secret, trademark or other intellectual property right; or (iii) terminate this Agreement. Client shall, however, have the right to terminate this Agreement on notice to Furniture.com where a claim under
Section 9(a) materially disrupts Client’s business operations related to the Furniture.com Website and/or Client Website. 
  

	10.	Client Indemnification 

 Except as
otherwise provided herein, Client shall indemnify, defend and hold Furniture.com, its directors, officers, employees, its affiliates and customers (collectively, “Furniture.com Covered Entities”) harmless from and against any and all
costs, liabilities, losses and expenses (including reasonable attorney’s fees) resulting from any claim, suit, action or proceeding brought by any third party against the Furniture.com Covered Entities that 

 arise out of the (i) Client’s use or
misuse of the Services, including improperly issuing or managing issued passwords; (ii) the data and information (whether or not Confidential Information) provided by Client in conjunction with the Services; (iii) the consequences of
Client’s utilization of the Services in respect of any third party; or (iv) Client or any of its agents or employees have violated confidentiality, privacy or security obligations with respect to Customer Information. 
  

	11.	Limitation of Liability 

 (a) Liability
Limitation. (i) NEITHER FURNITURE.COM NOR ANY OF ITS SUPPLIERS ON THE ONE HAND, NOR CLIENT ON THE OTHER, SHALL HAVE ANY LIABILITY WHATSOEVER TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR LOSS OR DAMAGE OF DATA, REPORTS, SECURITY, LOST PROFITS
OR REVENUES OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES,
INCLUDING THE OUTPUT THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE. 
 (ii)
NEITHER FURNITURE.COM NOR ANY OF ITS SUPPLIERS ON THE ONE HAND, NOR CLIENT ON THE OTHER, SHALL BE LIABLE IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR THE SERVICES FOR ANY DAMAGES IN EXCESS OF THE AMOUNTS CHARGED TO
CLIENT FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE EVENT THAT GAVE RISE TO ANY SUCH CLAIM. 
 (b)
Exclusions. The limitations set forth in Section 11(a) shall not apply to either Party’s obligations of indemnity or in connection with the protection of Confidential Information or intellectual property rights. The limitation set
forth in Section 11(a)(ii) shall not apply to actions relating to the payment of fees due either Party hereunder. 
 (c) Transmission of
Data. Furniture.com is not responsible for loss of data in transmission. In the event of the improper transmission or loss of data in transmission, Furniture.com will use commercially reasonable efforts to recreate such transmission at
Client’s expense. 
 (d) Time Limitation on Claims. No action arising out of this Agreement or the performance or non-performance
thereof, other than any action arising out of an underpayment under Section 4(d), may be brought more than one (1) year after such action arises. 


  

 7 









	12.	Term and Termination 

 (a) Initial
Term. The initial term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years following the date upon which products of Client are first offered to Client’s
Customers through the Application Services (the “Initial Term”). 
 (b) Renewal Terms. At the conclusion of the Initial Term,
this Agreement shall renew for additional periods as the Parties may mutually agree (each a “Renewal Term”). (The Initial Term and any Renewal Terms, collectively, are referred to herein as the “Term”.) 
 (c) Termination for Breach; Insolvency. Either Party may terminate this Agreement upon prior written notice to the other party: (i) if the other
Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, subject to Section 12(d); (ii) immediately if the other Party becomes
the subject of a voluntary position in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; (iii) immediately if the other Party becomes the subject of an
involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days following
filing or (iv) if, due to the fault of such other Party, the Application Services have not been made available to Internet users’ within six (6) months after the Effective Date. 
 (d) Nonpayment. Ten (10) business days following written notice to Client that its account is past due with regard to amounts that are not
subject to a good faith dispute, Furniture.com, in its sole discretion, may terminate or suspend all or any portion of the Services immediately. 
 (e) Customer Dissatisfaction. Either party may terminate this Agreement, upon thirty (30) days’ prior written notice to Client, in the event that the results of Furniture.com’s surveys of Client’s Customers (the
current form of which is attached as Exhibit I) indicates, in two (2) out of any three (3) consecutive calendar quarters during the Term, that ten percent (10%) or more of such Customers responded “very dissatisfied” with
respect to such Customers’ overall evaluation of Client’s services. Furniture.com shall conduct the surveys on a regular basis, shall provide Client with the results of such surveys on a monthly basis, and shall notify Client when the ten
percent (10%) threshold was met or surpassed in any quarter; provided further, however, that neither party may terminate this Agreement as aforesaid where such Customer 

 dissatisfaction is in any way attributed to that
party’s negligence or failure to perform its obligations under this Agreement. 
 (f) Order Falloff. Furniture.com may terminate
this Agreement, upon thirty (30) days prior written notice to Client, in the event that, as calculated on an annual basis, the Order Falloff Percentage (as defined below) for Orders (as defined in Exhibit D) exceeds the lesser of
(i) Client’s historical Order Falloff Percentage, as reported to Furniture.com within thirty (30) days following the commencement of each calendar year during the Term and (ii) fifteen percent (15%). For purposes hereof, the
“Order Falloff Percentage” shall mean the percentage of Orders executed by Customers of Client that, do not result in Delivered Sales (as defined in Exhibit D). Any surveys used to determine the reason for Order Falloff shall be
subject to the reasonable review and approval of Client. 
 (g) Service Level Failure. Client may terminate this Agreement, upon thirty
(30) days’ prior written notice to Furniture.com, in the event that Furniture.com fails to achieve the Minimum Application Services Level Requirement set forth in Section 1(c) of Exhibit B during three (3) of any six
(6) consecutive calendar months during the Term. 
 (h) Effects of Termination. Upon the effective date of expiration or termination
of the Term of this Agreement, (i) Furniture.com immediately will cease providing Client with the Application Services and any other applicable component of the Services and all license grants hereunder that are effective for the Term shall
immediately cease; (ii) all issued passwords shall be deactivated; and (iii) Client immediately shall pay in full any and all monies that are owed by the Client under this Agreement and not subject to a good faith dispute for the Services
furnished up to the effective date of the termination or expiration of the Term; and (iv) all of Client’s obligations to market, use or advertise the Application Services shall cease. Notwithstanding the above, provided that Client’s
obligations to pay Fees are current, Furniture.com shall cooperate with Client to process any outstanding orders which were placed prior to the termination of the Application Services in the normal course of business. 
  

	13.	Miscellaneous 

 (a) Insurance. Each
Party, at its own expense, shall procure and maintain policies of insurance to include the following coverage: (i) Workers’ Compensation Insurance coverage for its own employees that meets the statutory limits of the states in which such
Party operates, as well as Employer’s Liability coverage with limits of at least $2,000,000; and, (ii) Comprehensive general liability of at least $4,000,000. Upon request, each Party shall furnish to the other Party a Certificate of
Insurance evidencing 


  

 8 








 such coverage and naming the other Party as an additional insured as its interests may appear. Nothing in this section shall be deemed to limit either Party’s responsibility to the amounts stated
above or to any limits of such Party’s insurance policies. 
 (b) Construction. Whenever the terms “including” or
“include” are used in this Agreement in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that
reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of the items within that classification. As used herein, the singular shall include the plural and the plural may
refer only to the singular. The use of any gender shall be applicable to all genders. The headings and captions contained herein are for purposes of convenience only and are not a part of this Agreement. 
 (c) No Waiver. No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default,
condition or breach of this Agreement, whether of a similar nature or otherwise. 
 (d) Survival. Sections 4, 5(f), 6, 7, 9, 10, 11, 12
and 13 shall survive any termination of this Agreement, as well as any other obligations of the Parties that contemplate performance by a Party following the termination or expiration of this Agreement. 
 (e) Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Massachusetts, excluding its conflict of laws provisions. The
Parties agree that the exclusive venue for any action brought in connection with this Agreement shall be the federal and state courts located in or having jurisdiction over Boston, Massachusetts and each Party submits to the exclusive personal
jurisdiction of such courts for such purpose. 
 (f) Notices. Any notices or other communications required or permitted to be given or
delivered under this Agreement shall be in writing and shall be sufficiently given if (i) delivered personally, (ii) mailed by certified or registered mail return receipt requested, postage prepaid, or (iii) sent by overnight
guaranteed delivery service, and addressed to the Party’s proper address as set forth in the beginning of this Agreement or to such other address or addressee as either Party may from time to time designate to the other by written notice. Any
such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient. 
 (g) Severability. In
the event that any one or more of the provisions of this Agreement are invalid or otherwise 

 unenforceable, the enforceability of remaining provisions shall be unimpaired. 
 (h) Force Majeure. Other than with respect to payment obligations hereunder, in the event that either Party is unable to perform any of its obligations under this Agreement due to a natural
disaster, actions or decrees of governmental bodies, telecommunications carriers and other suppliers, terrorist activities or other events beyond such Party’s reasonable control, such Party’s obligations under this Agreement shall be
suspended during the duration of any such event. Customer shall, however, have the right to terminate this Agreement in the event of a continuous failure of Furniture.com to perform substantially in accordance with the terms and conditions of this
Agreement, due to a force majeure event, for a period exceeding fifteen (15) business days in duration. 
 (i) Assignment. This
Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties. However, neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, which
consent shall not be unreasonably delayed, conditioned or withheld. 
 (j) Publicity; Marketing. Client agrees that Furniture.com may
refer to Client by name, together with a brief description of Client’s business, in any press releases or advertising and marketing publications utilized or issued by Furniture.com, provided that such references and descriptions are consistent
with any mutually agreed press release(s) issued by the Parties. Upon execution of this Agreement, the Parties agree to issue a press release similar to that attached hereto as Exhibit H. 
 (k) No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed as a third party beneficiary agreement, nor shall this
Agreement confer, convey or be deemed to accord any rights to any third party. 
 (l) Independent Contractor. Each Party hereto shall
remain an independent contractor and nothing herein shall be deemed to constitute the Parties as partners, agents or joint ventures. Further, neither Party shall have the authority to act, or attempt to act, or represent itself, directly or by
implication, as an agent of the other or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other. 
 (m) Equitable Remedies. Each Party acknowledges that a breach of its obligations under Sections 5, 6 and 7 of this Agreement could cause irreparable
harm to the other Party and that monetary damages may be difficult to ascertain. Therefore, without prejudice to the rights and remedies otherwise available to it, each Party shall be 


  

 9 








 entitled to seek relief by way of injunction or specific performance if the other Party breaches any such provision of this Agreement. 
 (n) Entire Agreement. This Agreement, including all Exhibits, Schedules and Attachments hereto and hereby incorporated herein, embodies the entire agreement between the Parties and supersedes all
previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, 

 whether oral or written, and may be amended only by a written instrument duly signed by the Parties. For the avoidance of doubt neither (l) any
correspondence (electronic or otherwise) that does not expressly reference this Agreement and the intent of such correspondence to amend this Agreement and that does not otherwise comply with this Section 12(n); nor (b) any course of conduct,
shall operate to amend this Agreement. 


  
 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives, effective as of the Effective Date. 
  

									
	FURNITURE.COM	 		 	ROOMSTORE, INC.
					
	By:	 	 /s/ CARL PRINDLE
	 		 	By:	 	 /s/ Sandra B. Nunnally

	Name:	 	CARL PRINDLE	 		 	Name:	 	Sandra B. Nunnally
		 	      (Print)	 		 		 	      (Print)
	Title:	 	PRESIDENT & CEO	 		 	Title:	 	V.P. Mktg’s Adv
	Date:	 	October 11, 2005	 		 	Date:	 	Oct. 7, 2005

  

 10 








 EXHIBITS 
  

			
	I.	  	Exhibit A – Applications and Services
		
	II.	  	Exhibit B – Service Level Agreement
		
	III.	  	Exhibit C – Zip Codes
		
	IV.	  	Exhibit D – Fees
		
	V.	  	Exhibit E – Required Software, Equipment and Services
		
	VI.	  	Exhibit F – Furniture.com Trademarks and Logos
		
	VII.	  	Exhibit G – Hosting Security Description
		
	VIII.	  	Exhibit H – Press Release
		
	IX.	  	Exhibit I – Form of Survey








 EXHIBIT A 
 APPLICATIONS AND SERVICES 
 Furniture.com will provide Client with
Software, Ongoing Services and Implementation Services to facilitate the sale and service of furniture, home furnishings, related services and any other products or services mutually agreed upon between the parties through use of the Internet.
Furniture.com will develop, design, supply, install, integrate, host, maintain, support and operate the Furniture.com Website and Client Website, through the performance of tasks and activities identified in this Agreement in accordance with the
specifications, documentation, acceptance criteria and service levels set out in this Agreement. Upon Client request, Furniture.com may also provide Custom Services over the course of this agreement. 
  

	I.	Software 

 Furniture.com will
provide Client with four software applications, including: 
  

	 	1.	Furniture.com. In Client zip codes, as defined in Exhibit C. Furniture.com will merchandise Client products online, guide Customers into retail stores,
and allow online purchases. Among other functionality, Furniture.com will allow Client’s Customers to: 

  

	 	a.	Shop by zip code – Furniture.com will tailor merchandise and pricing to that of the Client’s stores in a Customer’s area.


  

	 	b.	Search for products – Customers will be able to browse for Client merchandise using several types of searches, including keyword, category, advanced, and
style searches. 

  

	 	c.	Browse bestsellers – Customers will be able to view best selling items, or other items selected to be highlighted. 

  

	 	d.	View product Information – Customers will be able to view product images, current pricing, and product features for Client merchandise. Merchandise will be
identified as delivered by Client. 

  

	 	e.	View promotions – Customers will be able to view Client promotional pricing and offers available in their zip code. 

  

	 	f.	View Policies – Customers will be able to view policies governing their purchase based on Client’s store policies. 

  

	 	g.	Find an item in a store – Customers will be able to locate a Client store near them displaying the item based on Client store inventory.


  

	 	h.	Send messages – Customers will be able to send messages to Client requesting additional merchandise information. 

  

	 	i.	Create a room plan – Customers will be able to design floor plans including Client merchandise using Furniture.com’s interactive Room Planner.


  

	 	j.	Get recommendations – Customers will be able to receive personalized recommendations for merchandise based on preference data derived from other customers
in their region. 

  

	 	k.	Read magazine – Customers will be able to read articles on design. Where practicable, the pictures in these articles may include Client merchandise and link
to Client items. Furniture.com covenants and agrees to update the articles in the magazine on a regular basis. 

  

	 	l.	Save account Information – Customers will be able to save items added to their shopping cart, as well as room plans, addresses and billing information.


  

 A-1 









	 	m.	Purchase Items – Customers will be able to purchase Client merchandise online, based on Client inventory availability with orders reviewed and then inserted
into Client’s back-end systems. Customers will be able to receive discounts or other offers by entering promotion codes provided by Client at checkout. Customers will be able to use both credit card and Client private label cards to complete
transactions on Furniture.com. Customers will be able to further customize their orders by purchasing extended warranties or choosing to pick up their merchandise at a store or distribution center rather than having it delivered.


  

	 	n.	Online Order Tracking – Customers will be able to view their order status online. 

  

	 	o.	Online Customer Service – Customers will be able to perform service functions, including changing delivery dates, changing their contact information, or
paying a balance due on their order, based on agreed to business rules. 

  

	 	p.	Email updates – Customers will receive automated e-mails indicating a change to the status of their order based on agreed to business rules.


  

	 	q.	Satisfaction surveys – Customers will be able to complete online satisfaction surveys evaluating their Furniture.com shopping experience.


  

	 	r.	Privacy – Customers will be presented with privacy consent language with links to the Client’s privacy policy, consent capture mechanisms and
communication preference options, as mutually agreed by the parties and in compliance with privacy laws and regulations applicable to Client. 

  

	2.	Client Website. Furniture.com will develop and host Client’s website www.roomstore.com. The Client Website will include: 

  

	 	a.	All Funiture.com e-commerce and Software capabilities described above, the use of which will not be restricted to the exclusive ZIP codes.


  

	 	b.	Online order tracking – Customers who have purchased an item in a store will be able to view their order status online. 

  

	 	c.	Online customer service – Customers who track their store orders online will be able to perform service functions, including changing delivery dates,
changing their contact information, or paying a balance due on their order, based on agreed to business rules. 

  

	 	d.	Email updates – Customers tracking their store orders online will receive automated e-mails indicating a change to the status of their order based on agreed
to business rules. 

  

	 	e.	Corporate information – Customers will be able to find Client company information such as company history, showroom locations, policies, and employment
opportunities. 

  

	 	f.	Marketing materials – Customers will see current marketing materials and offers as provided by Client. 

  

	 	g.	Custom Pages – Customers will be able to see pages promoting Client store events and enter Client contests. 

  

	 	h.	Credit applications – Customers will be able to apply for Client credit programs online. 

  

	 	i.	Privacy – Customers will be presented with privacy consent language with links to the Client’s privacy policy, consent capture mechanisms and
communication preference options, as mutually agreed by the parties and in compliance with privacy laws and regulations applicable to Client. 

  

 A-2 









	3.	Retail Tool. To simplify the process of maintaining merchandise, managing online sales, and updating Client, Furniture.com will provide an Internet-based
administrative system for Client. This will be accessible to Client’s Authorized Users, allowing them to do the following with respect to the Client Website and the Client’s merchandise and services on the Furniture.com Website:


  

	 	a.	Enter product Information – Users will be able to edit and augment product information extracted by Furniture.com from Client’s product-related
databases. 

  

	 	b.	Create tags – Users will be able to enable store tagging by adding tag templates to Client product information. Ten(10)tag template (designs) will be
developed for Client. Once product information is associated with a template, tags will be able to be distributed to stores through the Infocenter. 

  

	 	c.	Create promotions – Users will be able to create online promotions to temporarily discount prices of the items sold on Furniture.com. Users will also be
able to create promotion codes to be provided to Customers for use at checkout to receive discounts or other offers and to post marketing materials to Client. 

  

	 	d.	Create e-mail campaigns – Users will be able to create e-mails to be sent to Furniture.com Customers in Client zip codes, Client Website Customers, and/or
Client’s Customer databases, with functionality to manage such e-mail campaigns in accordance with individual Customer privacy preferences. E-mails can include customized content based on online activities. 

  

	 	d.	Manage Internet Orders – Users will be able to look up Internet Customers and view the details of orders placed online. 

  

	 	e.	Messaging – Users will be able to manage and respond to website inquiries from the Furniture.com Website and Client Website. 

  

	 	f.	Update Corporate Info – Users will be able to update corporate information on Furniture.com, the Client Website, and Infocenter. 


 

	 	g.	Reports – Users will have access to reports for their online business, including reports on Written Sales, Delivered Sales, and key website metrics.


  

	4.	Infocenter. To enhance the distribution of information from Headquarters to stores, including the generation of store tags, Furniture.com will provide a store
intranet for Client. Functionality will include: 

  

	 	a.	Store home page – Users will see a summary of messages, corporate announcements, product updates and tag updates relevant to that store.


  

	 	b.	Messages – Headquarters staff will be able to send messages to stores and store groups. 

  

	 	c.	Announcements/bulletins – Headquarters will be able to create and distribute to stores announcements including graphics and attachments.


  

	 	d.	Online catalog – Stores will be able to access an internal version of Client’s online catalog for use as a sales aid. 

  

	 	e.	Tags – Stores will be able to print everyday and sale event tags based on current catalog information. Stores will be able to view lists of tags for an
event, tags that need to be reprinted, as well as search for individual tags. 

  

	 	f.	Directories – Stores will be able to search employee directories and store listings. 

  

	 	g.	Knowledge Center – Headquarters will be able to upload materials in PDF format for use in employee training. 

  

 A-3 








 As Client may have previously been presented a number of Furniture.com Applications, the following portion
of this Exhibit A-1 entitled “Furniture.com Software Applications” serves to clarify Furniture.com Software included and excluded from this Agreement. þ’s indicate software
features included. 
  

						
	 FURNITURE.COM SOFTWARE APPLICATIONS

		
	 Software
	  	Features
			
	 Furniture.com Website
	  	þ	 	  	Regional exclusive rights to traffic generated by Furniture.com as set forth in the Agreement
			
		  	þ	 	  	Zip code-customized, online catalog searchable though multiple search functions
			
		  	þ	 	  	Dynamic bestsellers and featured items
			
		  	þ	 	  	Detailed product descriptions, features, benefits, and policies for Client items.
			
		  	þ	 	  	Multiple, enlargeable product images
			
		  	þ	 	  	Dynamic sale pricing and promotion pages
			
		  	þ	 	  	E-mail item to a friend
			
		  	þ	 	  	Inventory-based store lookup
			
		  	þ	 	  	Customer / Client messaging system
			
		  	þ	 	  	Dynamic Room Planner
			
		  	þ	 	  	Recommendation engine
			
		  	þ	 	  	Online magazine
			
		  	þ	 	  	Save-able shopping cart
			
		  	þ	 	  	Multi-attribute customer account management
			
		  	þ	 	  	Coupon code functionality at check out
			
		  	þ	 	  	Real-time inventory lookup at check out
			
		  	þ	 	  	Real-time delivery schedule lookup at check out
			
		  	þ	 	  	Warranty options at checkout
			
		  	þ	 	  	Tax and delivery charge calculation at check out
			
		  	þ	 	  	Pick-up options at check out
			
		  	þ	 	  	Bank card processing
			
		  	þ	 	  	Store card processing
			
		  	þ	 	  	Credit card security features
			
		  	þ	 	  	Fraud detection features
			
		  	þ	 	  	Online order tracking
			
		  	þ	 	  	Online order service (change delivery date, payments, etc.)
			
		  	þ	 	  	Automated E-mailing of order updates
			
		  	þ	 	  	Online customer satisfaction surveying
			
		  	þ	 	  	Online presentation of Client marketing material
			
		  	þ	 	  	Online presentation of Client privacy policy and terms and conditions
			
		  	þ	 	  	Privacy consents and preferences

  

 A-4 









					
	FURNITURE.COM SOFTWARE APPLICATIONS
		
	 Software
	  	 Features

			
	Client Website	  	þ	  	Customized RoomStore website on Furniture.com technology platform
			
		  	þ	  	Online catalog and order taking process
			
		  	þ	  	Store customer online order tracking and service
			
		  	þ	  	Automated E-mailing of store order updates
			
		  	þ	  	Dynamic policies, FAQ’s, corporate history
			
		  	þ	  	Dynamic employment listings
			
		  	þ	  	Dynamic store locations, hours, directions
			
		  	þ	  	Online presentation of marketing material, including print advertising, contests, and other custom pages
			
		  	þ	  	Store credit application process, including all necessary disclosure information required by applicable laws and regulations
			
		  	þ	  	Online presentation of Client privacy policy and terms and conditions
			
		  	þ	  	Privacy consents and preferences
			
	Retail Tool (Back Office)	  	þ	  	Catalog management tools
			
		  	þ	  	Tag management tools
			
		  	þ	  	Item promotion management tools
			
		  	þ	  	Finance promotion management tools
			
		  	þ	  	Coupon code management tools
			
		  	þ	  	E-mail campaign management tools
			
		  	þ	  	Internet customer look-up and management
			
		  	þ	  	Internet order management tools
			
		  	þ	  	Messaging tools for managing customer inquiries
			
		  	þ	  	Client website management tools
			
		  	þ	  	Reporting tools
			
	Infocenter (Store Intranet)	  	þ	  	Store “Home Page” containing information relevant to that store
			
		  	þ	  	Messaging center with real-time messages from HQ to stores
			
		  	þ	  	Online product catalog with detailed sales aids
			
		  	þ	  	Posting of corporate announcements and updates, including graphics and attached documents
			
		  	þ	  	Template-driven tagging system, customized by store for everyday and event tags (as needed)
			
		  	þ	  	Corporate training framework allowing online access to training documents
			
		  	þ	  	Dynamic store lists and corporate directories

  

 A-5 









	II.	Ongoing Services 

 As Furniture.com is
compensated based on Internet sales, Furniture.com wilt use commercially reasonable efforts to maximize delivered online sales on behalf of Client. Ongoing Services to this end include: 
  

	 	1.	Marketing services. Furniture.com will use commercially reasonable efforts to actively market and promote awareness of Furniture.com in Client’s region, including:


  

	 	a.	Search engines – Furniture.com will use site design and submission techniques to have Furniture.com return prominently in search engines for the search term
“furniture”. 

  

	 	b.	Online marketing – Furniture.com will enhance Client marketing efforts through national and regional online marketing. 

  

	 	c.	Public relations – Furniture.com will identify and pursue relevant product and editorial placement opportunities in Client’s region. 


 

	 	d.	Promotion support – Furniture.com will work with Client to reflect Client promotional offers and pricing online. 

  

	 	e.	E-mails – Furniture.com will work with Client to develop and implement e-mail marketing strategies for Furniture.com and Client Customers.


  

	 	2.	Merchandising services. Furniture.com will use commercially reasonable efforts to provide an attractive and accurate selection of Client merchandise online, including:


  

	 	a.	Image support – Furniture.com will modify images provided by Client to an agreed to common style. For example, images of individual items will be modified to
appear on a common background. Images will also be calibrated to best reflect the actual color of items, based on finish samples provided by Client. 

  

	 	b.	Product information – Furniture.com will identify missing or inaccurate Client Product information. 

  

	 	c.	Copywriting – Furniture.com will provide copywriting services as required. 

  

	 	d.	Reporting and optimization – Furniture.com will provide daily merchandise productivity and out of stock alerts to Client merchandising and adjust online
merchandising based on sales results. 

  

	 	3.	Customer Service services. Furniture.com will use commercially reasonable efforts to ensure successful delivery of orders written over the Internet, including:


  

	 	a.	Order review – Furniture.com will use agreed upon rules to identify orders needing to be reviewed manually before being sent to Client. For such orders,
Furniture.com will use commercially reasonable efforts to determine the validity of orders through Customer or card provider contact prior to sending these orders to Client. 

  

	 	b.	Customer inquiries – Furniture.com will respond to Customer inquiries regarding orders that have not yet been inserted into Client systems.


  

	 	c.	Satisfaction surveying – Subject to Customer privacy preferences, Furniture.com will request via e-mail that Customers with delivered online orders to complete an
online satisfaction survey in order to identify Customer service issues. 

  

 A-6 









	 	4.	Finance services. Furniture.com will use commercially reasonable efforts to ensure efficient processing of online transactions, including: 

  

	 	a.	Monitoring – Furniture.com will monitor accept and decline rates for credit card and store card transactions. 

  

	 	b.	Reporting – Furniture.com will report daily online transactions to allow comparison to Client cash drawer reporting and fund receipts from merchant account
providers. 

  

	 	c.	Credits – Furniture.com will provide an interface to allow Client to credit online transactions. 

  

	 	5.	Hosting services. Furniture.com will enable access to the Application Services in accordance with the Service Level Agreement in Exhibit B, including:


  

	 	a.	Dedicated Client Lines – Furniture.com will obtain monitor and maintain a dedicated line between Client and Furniture.com datacenters. 

  

	 	b.	Internet – Furniture.com will monitor and maintain the System (including servers, network appliances, and bandwidth) to provide access to Furniture.com and Client
Website to Client Customers via the Internet. 

  

	 	6.	Upgrade services. Furniture.com will use commercially reasonable efforts to ensure Customers and Clients receive a leading experience with Furniture.com applications
including: 

  

	 	a.	Applications – Furniture.com will work with Client to enhance application appearance and functionality. 

  

	 	b.	Network – Furniture.com will upgrade network and hosting infrastructure Systems to meet Service Level Agreements. 

 As Client may have previously been presented a number of Furniture.com Ongoing Services, the following portion of this Exhibit A-II entitled
“Furniture.com Ongoing Services” serves to clarify Furniture.com Ongoing Services relative to Client Responsibilities. þ’s indicate Furniture.com services. 
  

 A-7 









							
	FURNITURE.COM ONGOING SERVICES
			
	 Area
	 	 Furniture.com Services
	  	 Client Responsibilities

				
	Marketing	 	þ	  	Website search engine optimization	  	Include Websites in offline campaigns, including Print, TV, and Radio.
				
		 	þ	  	Paid advertisements on geo-targeted search engines	  	Enter Client promotions and offers into Application Services if cannot be imported directly from Client systems
				
		 	þ	  	National and geo-targeted public relations and traffic generation	  	Copywrite any e-mails unrelated to online sales (e.g., for store only events)
				
		 	þ	  	Display of current Client promotions and offers to customers in Client Zip Codes	  	
				
		 	þ	  	Source tracking and placement optimization	  	
				
		 	þ	  	Copywriting of e-mails related to online sales	  	
				
		 	þ	  	E-mail offer testing	  	
				
		 	þ	  	E-mail subject line testing	  	
				
		 	þ	  	E-mail frequency optimization	  	
				
		 	þ	  	E-mail content testing	  	
				
		 	þ	  	Sale pricing optimization	  	
				
		 	þ	  	Finance offer optimization	  	
				
	Merchandising	 	þ	  	Image generation from source files including room settings, individual item shots, detail shots, and finish samples	  	Select items to be sold online
				
		 	þ	  	Image optimization of source and generated images for Internet	  	Collect images for online merchandise
				
		 	þ	  	Color correction of images for Internet	  	Collect fabric swatches for upholstery items to be sold online
				
		 	þ	  	Product information review and refinement	  	Collect finish samples for case goods to be sold online
				
		 	þ	  	Copywriting as needed	  	Add product information not able to be imported directly from Client product databases
				
		 	þ	  	Daily merchandising productivity reports	  	QA product offering
				
		 	þ	  	 Out-of-stock alerts to
 merchandising/operations for items that customers attempted to purchase online but were not available
	  	
				
		 	þ	  	Daily optimization of online presentation	  	

  

 A-8 









							
	FURNITURE.COM ONGOING SERVICES
			
	 Area
	 	 Furniture.com Services
	  	 Client Responsibilities

				
	Customer Service	 	þ	  	Online order writing	  	Manage customer fulfillment, including pre-order customer inquiries regarding merchandise or orders inserted in Client systems, adjustments to financial transactions, and delivery
of furniture
				
		 	þ	  	Rules-based system to review orders prior to sending to Client	  	
				
		 	þ	  	Monitoring of insertion of reviewed orders into Client systems	  	
				
		 	þ	  	Responding to Customer inquiries regarding website and orders not yet inserted into Client systems	  	
				
		 	þ	  	Displaying Client’s customer service contact information	  	
				
		 	þ	  	Online order tracking for store and Internet customers	  	
				
		 	þ	  	Automated e-mails to Internet and store customers based on order changes	  	
				
		 	þ	  	Satisfaction surveying of store and Internet customers, in accordance with Customer privacy preferences	  	
				
	Finance	 	þ	  	Monitoring of online transactions	  	Receive customer funds and manage all aspects of merchant account(s)
				
		 	þ	  	Daily transaction reporting	  	
				
		 	þ	  	Interface to merchant account online transaction system including interface for crediting online transactions	  	Reconcile “Cash Drawer” for Internet sales as required
				
		 	þ	  	Detailed invoicing of Internet sales	  	Process credits and refunds for Internet orders as required
				
	Hosting	 	þ	  	Dedicated network connection from retailer to Furniture.com	  	Enable continued access to Client systems
				
		 	þ	  	99% uptime collocated server farm	  	Provide contact and response plan in case of Client system or datacenter failure
				
		 	þ	  	Edge caching to speed content delivery	  	
				
		 	þ	  	24-7 performance monitoring from multiple locations	  	
				
		 	þ	  	Obligations set out in Exhibit B and Exhibit G	  	

  

 A-9 









							
	FURNITURE.COM ONGOING SERVICES
			
	 Area
	  	 Furniture.com Services
	  	 Client Responsibilities

				
	Upgrades	  	þ	  	Ongoing enhancements to Websites, Retail Tool, Infocenter and other system components	  	Ongoing suggestions for enhancements
				
		  	 þ      
	  	Server hardware maintenance, expansion, and upgrades	  	
				
		  	 þ      
	  	Server operating system evaluations and upgrades	  	

  

 A-10 









	III.	Implementation Services 

 Furniture.com will establish connectivity between Client systems and Furniture.com Applications. In addition, Furniture.com will configure the Furniture.com Applications as necessary to initiate the Application Services and reasonably
accommodate Client’s particular business and operational requirements. 
 While implementation tasks and responsibilities will vary based
on Client’s systems and procedures, a plan for which will be developed in conjunction with Client and included in a Project Plan, the following portion of this Exhibit A-III entitled “Furniture.com Implementation Services”
serves to clarify Furniture.com usual Implementation Services relative to Client Responsibilities. þ’s indicate Furniture.com services. 
  

							
	FURNITURE.COM IMPLEMENTATION SERVICES
			
	 Area
	  	 Furniture.com Services
	  	 Client Responsibilities

				
	Client Website	  	 þ
  
 þ
  
 þ
  
 þ
	  	 Lead design definition session
  
 Develop look-and-feet options
  
 Develop sitemap for Client
  
 Develop Client Website on Furniture.com technology platform
	  	 Attend design definition session
  
 Provide Client design guidelines
  
 Review and, if acceptable, approve site map and design options
  
 Select final design

		  	  	  
		  	  	  
		  	  	  
				
	Merchandising	  	þ	  	Standardize available images	  	Select items to be sold online
				
		  	þ	  	Create additional images as needed	  	Collect images for online merchandise
				
		  	þ	  	Color correct images based on swatches finish samples	  	Collect fabric swatches for upholstery to be sold online
				
		  	þ	  	Create detail images based on swatches and finish samples	  	Collect finish samples for case goods to be sold online
				
		  	þ	  	Build stored procedures to extract product information from available Client data sources	  	Provide access to product databases in Client systems
				
		  	þ	  	Train Client personnel on adding to/modifying online merchandise	  	Provide personnel responsible for overseeing online merchandising
				
		  	 þ
  
 þ
	  	 Train Client personnel on tagging
  
 Review product offering
	  	 Add product information not able to be imported from Client product databases
  
 Add tag templates to merchandise
  
 Review completed product offering

				
	Pricing	  	 þ
  
 þ
	  	 Lead business rule design definition session
  
 Customize databases and interfaces to allow import and/or entry of regional pricing and Client promotions and offers
	  	Attend business rule definition session and identify promotion types in use by Client and Client regional pricing requirements

  

 A-11 









							
	 FURNITURE.COM IMPLEMENTATION SERVICES

			
	 Area
	  	 Furniture.com Services
	  	 Client Responsibilities

				
	 Order Taking
	  	þ	  	Review Client point of sale procedures	  	Provide documentation of Client point of sale procedures
		  	  
 þ

	  	  
 Lead business rule definition session
	  	  
 Attend business rule definition session

		  	  
 þ

	  	  
 Adapt Furniture.com and order process to Client business
rules
	  	  
 Provide access to order writing-related data/processes in
Client’s system

		  	  
 þ

	  	  
 Build (or co-develop) procedures to read and insert order related
data from and into Client’s system
	  	  
 Assist in testing of order taking system

		  	  
 þ

	  	  
 Implement order taking on Client Website
	  	
	  
 Customer Service
	  	  
 þ

	  	  
 Review Client customer service documentation
	  	  
 Provide documentation of customer service
procedures

		  	  
 þ

	  	  
 Lead business rule definition session
	  	  
 Attend business rule definition session

		  	  
 þ

	  	  
 Adapt Furniture.com customer service process to Client business
rules
	  	  
 Provide access to sales order related data/processes in
Client’s system

		  	  
 þ

	  	  
 Build (or co-develop) procedures to read/insert order related date
from/to Client’s system
	  	  
 Coordinate training for customer service
personnel

		  	  
 þ

	  	  
 Implement customer service functionality on Client
Website
	  	  
 Assist in testing of order tracking/update
system

		  	  
 þ

	  	  
 Assist in training Client customer service personnel on serving
online customers
	  	
	  
 Finance
	  	  
 þ

	  	  
 Enable online authorization of cards based on Client merchant
account provider capabilities
	  	  
 Provide credit card and store card merchant account information and
contacts

		  	  
 þ

	  	  
 Enable online settlement of transactions based on Client merchant
account provider capabilities
	  	  
 Modify agreements as needed for online sales

		  	  
 þ

	  	  
 Enable store card credit applications based on Client merchant
account provider capabilities and in accordance with applicable laws and merchant account provider requirements
	  	

  

 A-12 









							
	FURNITURE.COM IMPLEMENTATION SERVICES
			
	 Area
	  	 Furniture.com Services
	  	 Client Responsibilities

				
	Stores	  	þ	  	Lead infocenter and tag design definition session	  	 Attend design definition session
  
 Provide design guidelines for tag templates
  
 Review and approve tag templates

		  	  
 þ
	  	  
 Develop 10 tag templates
	  
		  	  
 þ
	  	  
 Assist in introducing online sales effort to Client sales personnel

	  
		  	  
 þ
	  	  
 Assist in introduction of infocenter and tagging to Client sales
personnel
	  	
	  
 Networking
	  	  
 þ
	  	  
 Purchase and connect dedicated network line from Furniture.com
hosting facility to Client data center
	  	  
 Provide access to Client data center as
required
  
 Assist in termination of VPN and Dedicated line in Client
Datacenters/Networks
  
 Enable Internet access for Client users of
Furniture.com Applications per Exhibit E

		  	  
 þ
	  	  
 Purchase network hardware for termination of dedicated line as
needed
	  
		  	  
 þ
	  	  
 Purchase hosting capacity for additional transactions as needed

	  
	  
 Marketing
	  	  
 þ
	  	  
 Develop launch online media plan
	  	Plan to incorporate launch publicity in offline (TV, Print, Radio) campaigns
		  	  
 þ
	  	  
 Develop launch Public Relations Plan
	  	

  

 A-13 









	IV.	Custom Services 

 The foregoing
Application Services and Implementation Services are sufficient for the development, launch and operation of the Software, Systems, Services, Furniture.com Website and Client Website, without the need for custom services unless otherwise agreed. No
custom services have been agreed to at this time. 
  

	V.	Terms Applicable to All Services 

 1. Project
Plan: Services, particularly Implementation Services, will be further scoped and described in a project plan mutually agreed in writing by the parties (the “Project Plan”), including schedules for key milestones and deliverables,
designation of roles and responsibilities, Furniture.com and Client key personnel, and acceptance testing schedules and procedures. Furniture.com agrees that time is of the essence for performance of the Services. 
 2. Resources: 
 2.1 Project
Manager. Each party shall designate a Project Manager whom shall be responsible for arranging all meetings between the parties, and for the transmission and receipt of deliverables, Client Information, and any information and notices between the
parties. 
 2.2 Adequate Resources. Each Party will identify key personnel involved in the Application and Implementation
Services in the Project Plan. Until the Acceptance Date, neither Party will reassign any of its key personnel, exclusively, to any other client or project, and will provide the other Party with a description of the roles and titles of all
individuals assigned to the project team. For the avoidance of doubt, the parties acknowledge that such key personnel may be utilized in connection with other clients or projects. 
 2.3 Escalation. In the event that the Project Manager has not responded to the other party within a reasonable time frame, the other
party’s Project Manager shall have the right to notify the Project Manager’s supervisor and require him or her to respond to the request and remedy the responsiveness problem to the satisfaction of the other party. 
 2.4 Replacement of Personnel. Furniture.com shall use commercially reasonable efforts to promptly replace any individual assigned by
Furniture.com to perform Services for Client who, in Client’s reasonable opinion, does not perform in a satisfactory manner, provided that Furniture.com is provided written notice of any such determination by Client and a reasonable opportunity
to investigate such allegations, and Furniture.com shall not assign any such replaced individual to any other Services for Client without the written consent of Client. Client shall not pay an hourly rate or other fee in respect of the time the
replacement for any such individual required in order to gain familiarity with the Client’s project. 
 2.5 Written
Policies. Furniture.com will ensure that its personnel at all times comply with Client’s reasonable written policies of which Furniture.com is made aware in writing prior to their enforcement, while on the Client’s premises or while using
or accessing the Client’s computer systems and databases as permitted in this Agreement. 
 3. Acceptance Testing: 
 3.1 Furniture.com will notify Client when it has completed certain milestones or deliverables for the Services, Software, System and Websites
as may be expressly set out in the Project Plan. Such work shall be subject to an acceptance test as described in the Project Plan, and which principles are consistent with this section of the Agreement. In the absence of an acceptance test in the
Project Plan, the following shall apply. Within thirty (30) days of delivery and installation of the component of the work, Client shall have the opportunity to test the work (the “Acceptance Test”) to determine if the work meets

  

 A-14 








 
the Acceptance Criteria (as defined below). In addition, at the end of the project and prior to the launch of the Websites, Client shall have the opportunity to conduct an Acceptance Test on the
entire system as a whole. If, during the Acceptance Test, Client discovers or becomes aware of any deficiencies, Client shall notify Furniture.com and shall describe such deficiencies. Furniture.com shall promptly correct all such deficiencies as
soon as possible and in any event within twenty (20) days, and Client may perform another Acceptance Test. Once the Client is satisfied, in its sole but reasonable discretion, that all deficiencies have been corrected and the work meets the
Acceptance Criteria the Client agrees to deliver a notice of acceptance to Furniture.com (“Acceptance”). 
 3.2 For the
purposes of this Agreement, “Acceptance Criteria” means the descriptions, specifications and warranties set forth in this Agreement and any Project Plan. 
 3.3 The Acceptance of any work under Section 5.1 shall not impair, affect or waive the right of the Client to object to any deficiencies in the work, whether known or unknown. Under no circumstance
shall use or testing of the work constitute acceptance of it. 
 3.4 If the work fails to successfully pass the Acceptance Tests
for reasons that are not the fault of the Client, the Client may at its sole option by notice to Furniture.com either: (i) accept the work at its then level of performance, but without diminishing Furniture.com’s obligation to remedy all
deficiencies, or (ii) reject the work if a deficiency or deficiencies have not been cured by Furniture.com within a reasonable period of time, as determined by the Client at its sole discretion. 
 4. Changes to the Websites: All changes requested by Client to the Client Website and/or to the Client’s product and service information and content in
the Furniture.com Website other than enhancements to the Software features and functionality (a “Change”) will be considered by Furniture.com. If the Change requires the payment of additional fees to Furniture.com (e.g., Custom Services),
Furniture.com will notify Client and specify the amount of such fees required to implement the Change and undertake to implement the Change upon the mutual written agreement of the Parties. 
 Notwithstanding the foregoing: 
  

	(a)	Editorial Changes: Replacing existing images or text can usually be accomplished within two (2) business days. There is no charge to client.


  

	(b)	Design Changes: The timing associated with creating new, or redesigning existing, pages (e.g., moving or redesigning existing elements) is dependent upon the
level of complexity. There is no charge to client. 

  

	(c)	Functionality Changes: Timing and cost subject to agreement between the parties. 

  

 A-15 








 EXHIBIT B 
 SERVICE LEVEL AGREEMENT (“SLA”) FOR APPLICATION SERVICES AND SYSTEM ONLY 
  

 B-1 








 
While Furniture.com’s fee structure provides substantial incentive for delivering an optimal experience to Client and Client Customers,
Furniture.com also will meet the following service levels. 
 1. APPLICATION SERVICES AND SYSTEM AVAILABILITY 
 (a) Definition. Application Services availability is defined as the amount of time the Application Services, Websites and System are available for
access by Authorized Users and Customers of Client and capable of performing operations in accordance with this Agreement. 
 (b)
Measurement. The measurement for Application Services availability is based on the amount of time (excluding scheduled maintenance downtime) that the Application Services are available to Authorized Users and Customers of Client and capable
of performing operations in accordance with this Agreement. Non-availability is the amount of time that the Application Services are neither available nor capable of performing such operations. The measurement for unavailability for the Application
Services is the time elapsed from when the Application Services are not available nor capable of performing operations to when the Application Services become available and capable of performing operations: Daily system logs will Indicate
availability downtime and will be used to track outages will be provided to Client upon request. Application Services availability for a given month is calculated as a percentage equal to the number of minutes the Application Services are available
in the month minus the number of minutes of scheduled downtime during the month, divided by total number of minutes in the month minus number of minutes of scheduled downtime during the month. Furniture.com will constantly monitor the Application
Services availability and promptly report to Client any periods of unavailability, including any incidence of lost 

 
messages or inaccurate data. Within ten (10) days of the end of each calendar month, Furniture.com will provide Client with a report in respect of the previous month’s Application
Services availability. 
 (c) Minimum Application Services Level Requirement. The availability of Application Services will be available,
at a minimum ninety-nine percent (99%) of the time on a monthly basis. The Websites shall be designed and maintained to facilitate-fast and simple downloading to the Customer’s device and minimize the time required to download and allow
the Customer to commence Interacting with the applicable Website, Furniture.com agrees that the response time to Customers will be within commercially reasonable industry norms. 
 2. SCHEDULED DOWN-TIME 
 (a) Definition. There will be a weekly scheduled downtime period
to perform system maintenance, backup and upgrade functions for the Application Services. This period will not exceed four (4) hours per week and will be scheduled in advance. Notification of scheduled downtimes will be made twelve
(12) hours prior to the scheduled downtime, via email to addressees designated by Client. Weekly scheduled maintenance shall only be performed between the hours of 2:00 A.M. and 6:00 A.M. Eastern Standard Time. If a longer scheduled downtime
period is required, Client’s consent is required. Furniture.com will use commercially reasonable efforts to minimize Application Services downtime, even during scheduled downtime. 
 (b) Measurement. The measurement for scheduled downtime for the Application Services is the actual time elapsed from when the Application Services are not available to perform operations to when
the Application Services become available to perform operations, based on the scheduled downtime. Daily system fogs will indicate scheduled Application Services downtime and will be used to track outages, and will be provided to Client upon request.



  

 B-1 








 
3. SECOND LEVEL CLIENT SUPPORT BY FURNITURE.COM. 
 Furniture.com will provide second level support to Client only (not Customers of Client) as described below: 
 (a) Availability. Furniture.com’s second level support will be available to accept and respond to problem calls from Client from 8:00 A.M. to 5:00 P.M. Eastern Standard Time, Monday through
Friday, excluding United States national holidays. 
 (b) Definitions of Severity Levels. 
 Severity 1 problems are events that have a significant impact on the operation of the Application Services and a materially adverse
impact on the Client and/or the Authorized Users and Customers of Client as described below: 
  

	 	•	Any event that significantly disrupts or threatens to disrupt service levels of the Application Services to Authorized Users and Customers of Client.


  

	 	•	Any online application outage that significantly impacts the online availability service level of the Application Services. 

  

	 	•	Consistent degradation of performance (response time or function) that significantly impairs the Application Services Availability to Authorized Users and Customers of
Client. 

 Severity 2 problems are events that do not have a significant impact on the operation of the
Application Services or Authorized Users’ 

 
and Customers of Client’s use of the Application Services, as described below: 
  

	 	•	An error that disables only certain non-essential functions of the Application Services and may result in degraded operations, including without limitation, an error
that results in non-essential computer transactions not processing property. 

  

	 	•	An error/event that disables only non-essential functions of the Application Services but also adversely affects the use of the Application Services.


 As an example only, and without limitation, an essential function is the processing and administration of
Orders via the Application Services. 
 Severity 3 problems are minor events that do not have a significant
impact on the operation of the Application Services or its access by Authorized Users and Customers of Client. 
 (c) Problem Resolution
Response Effort. 
 Severity 1: Furniture.com will assign sufficient resources to resolve the problems within a
target resolution timeframe of four (4) hours after receiving notice of the problems, with the goal of maintaining the service levels agreed to in this SLA. For a Severity 1 problem, Furniture.com will use continuous effort to resolve the
problem until the Application Services are back to normal operations. Severity 1 problems will be continuously monitored, and Client will be notified of the status through email. 


  

 B-2 








 Severity 2: Furniture.com will assign sufficient resources to fix the problem in the target resolution timeframe. Severity 2 problems that have no workarounds will have a target resolution of two
(2) days, depending on the corrective actions required to return the Application Services to normal operations. Furniture.com will communicate these corrective actions and resolution timeframes to Client through email. 
 Severity 3: Furniture.com will assign sufficient resources to fix the problem in the target resolution timeframe. Severity 3
problems that have no workarounds will have a target resolution of three (3) days, unless otherwise specified by Furniture.com for a particular problem. 



  

 B-3 








 EXHIBIT C 
 ZIP CODES 
 The Exclusive Zip Codes under this Agreement are as
follows: 
 Roomstore East 
 Includes all 1,520 RoomStore delivery zip codes except for 88 NY, PA, and DE zip codes that are unavailable. 
  

											
	 08331
	  	17331	  	17602	  	20004	  	20135	  	20601
	 08333
	  	17339	  	17603	  	20005	  	20136	  	20602
	 09404
	  	17340	  	17604	  	20006	  	20137	  	20603
	 17011
	  	17342	  	17605	  	20007	  	20138	  	20606
	 17019
	  	17343	  	17606	  	20008	  	20139	  	20607
	 17022
	  	17344	  	17607	  	20009	  	20140	  	20608
	 17025
	  	17345	  	17608	  	20010	  	20141	  	20609
	 17033
	  	17346	  	17825	  	20011	  	20142	  	20610
	 17043
	  	17347	  	18341	  	20012	  	20143	  	20611
	 17055
	  	17349	  	18358	  	20015	  	20144	  	20612
	 17070
	  	17350	  	18444	  	20016	  	20146	  	20613
	 17078
	  	17352	  	18445	  	20017	  	20147	  	20615
	 17104
	  	17354	  	18455	  	20018	  	20148	  	20616
	 17105
	  	17355	  	18466	  	20019	  	20151	  	20617
	 17109
	  	17356	  	18501	  	20020	  	20152	  	20618
	 17111
	  	17360	  	18504	  	20024	  	20155	  	20619
	 17112
	  	17361	  	18505	  	20032	  	20156	  	20620
	 17113
	  	17362	  	18507	  	20036	  	20158	  	20621
	 17201
	  	17363	  	18508	  	20037	  	20164	  	20622
	 17225
	  	17364	  	18509	  	20039	  	20165	  	20623
	 17268
	  	17365	  	18510	  	20052	  	20166	  	20624
	 17301
	  	17366	  	18512	  	20105	  	20167	  	20625
	 17302
	  	17368	  	18514	  	20106	  	20168	  	20626
	 17304
	  	17370	  	18515	  	20107	  	20169	  	20627
	 17307
	  	17371	  	18517	  	20109	  	20170	  	20628
	 17309
	  	17401	  	18518	  	20110	  	20171	  	20629
	 17311
	  	17402	  	18519	  	20111	  	20172	  	20630
	 17313
	  	17403	  	18522	  	20112	  	20175	  	20632
	 17314
	  	17404	  	18540	  	20115	  	20176	  	20634
	 17315
	  	17405	  	18577	  	20116	  	20180	  	20635
	 17316
	  	17406	  	19903	  	20117	  	20181	  	20636
	 17317
	  	17407	  	19930	  	20118	  	20184	  	20637
	 17318
	  	17512	  	19958	  	20119	  	20185	  	20639
	 17319
	  	17516	  	19966	  	20120	  	20186	  	20640
	 17320
	  	17547	  	19968	  	20121	  	20187	  	20643
	 17321
	  	17551	  	19970	  	20124	  	20190	  	20645
	 17322
	  	17552	  	19973	  	20128	  	20191	  	20646
	 17323
	  	17554	  	19975	  	20129	  	20194	  	20650
	 17325
	  	17563	  	20001	  	20130	  	20197	  	20653
	 17327
	  	17579	  	20002	  	20131	  	20198	  	20655
	 17329
	  	17601	  	20003	  	20132	  	20374	  	20656

  

 C 









											
	20657	  	20748	  	20876	  	21065	  	21213	  	21650
	20658	  	20751	  	20877	  	21071	  	21214	  	21651
	20659	  	20754	  	20878	  	21074	  	21215	  	21653
	20660	  	20755	  	20879	  	21075	  	21216	  	21654
	20661	  	20758	  	20880	  	21076	  	21217	  	21655
	20662	  	20759	  	20882	  	21077	  	21218	  	21657
	20664	  	20762	  	20886	  	21078	  	21219	  	21658
	20667	  	20763	  	20895	  	21082	  	21220	  	21659
	20670	  	20764	  	20896	  	21084	  	21221	  	21660
	20674	  	20765	  	20901	  	21085	  	21222	  	21661
	20675	  	20769	  	20902	  	21087	  	21223	  	21662
	20676	  	20770	  	20903	  	21090	  	21224	  	21663
	20677	  	20772	  	20904	  	21093	  	21225	  	21665
	20678	  	20774	  	20905	  	21102	  	21226	  	21666
	20680	  	20776	  	20906	  	21104	  	21227	  	21667
	20684	  	20777	  	20910	  	21106	  	21228	  	21668
	20685	  	20778	  	20912	  	21108	  	21229	  	21669
	20686	  	20779	  	21001	  	21111	  	21230	  	21670
	20687	  	20781	  	21005	  	21113	  	21231	  	21671
	20688	  	20782	  	21009	  	21114	  	21234	  	21672
	20689	  	20783	  	21010	  	21117	  	21236	  	21673
	20690	  	20784	  	21012	  	21120	  	21237	  	21675
	20692	  	20785	  	21013	  	21122	  	21239	  	21676
	20693	  	20794	  	21014	  	21128	  	21244	  	21677
	20695	  	20814	  	21015	  	21130	  	21286	  	21678
	20701	  	20815	  	21017	  	21131	  	21401	  	21679
	20704	  	20816	  	21027	  	21132	  	21402	  	21701
	20705	  	20817	  	21028	  	21133	  	21403	  	21702
	20706	  	20818	  	21029	  	21136	  	21404	  	21703
	20707	  	20830	  	21030	  	21140	  	21405	  	21704
	20708	  	20832	  	21031	  	21144	  	21409	  	21710
	20710	  	20833	  	21032	  	21146	  	21541	  	21713
	20711	  	20837	  	21034	  	21152	  	21550	  	21714
	20712	  	20838	  	21035	  	21153	  	21601	  	21716
	20714	  	20839	  	21036	  	21154	  	21613	  	21717
	20715	  	20841	  	21037	  	21155	  	21617	  	21718
	20716	  	20842	  	21040	  	21157	  	21619	  	21719
	20720	  	20850	  	21041	  	21158	  	21620	  	21723
	20721	  	20851	  	21042	  	21160	  	21623	  	21727
	20722	  	20852	  	21043	  	21161	  	21625	  	21733
	20723	  	20853	  	21044	  	21162	  	21629	  	21737
	20724	  	20854	  	21045	  	21163	  	21631	  	21738
	20732	  	20855	  	21046	  	21201	  	21635	  	21740
	20733	  	20857	  	21047	  	21202	  	21636	  	21742
	20735	  	20860	  	21048	  	21204	  	21638	  	21754
	20736	  	20861	  	21050	  	21205	  	21639	  	21755
	20737	  	20862	  	21051	  	21206	  	21640	  	21756
	20740	  	20866	  	21052	  	21207	  	21643	  	21757
	20743	  	20868	  	21053	  	21208	  	21644	  	21758
	20744	  	20871	  	21054	  	21209	  	21645	  	21759
	20745	  	20872	  	21057	  	21210	  	21647	  	21762
	20746	  	20874	  	21060	  	21211	  	21648	  	21767
	20747	  	20875	  	21061	  	21212	  	21649	  	21769

  

 C 









											
	21770	  	21875	  	22205	  	22604	  	22851	  	23064
	21771	  	21902	  	22206	  	22610	  	22853	  	23065
	21773	  	21903	  	22207	  	22611	  	22901	  	23066
	21774	  	21904	  	22209	  	22620	  	22902	  	23069
	21775	  	21911	  	22210	  	22624	  	22903	  	23070
	21776	  	21912	  	22211	  	22625	  	22904	  	23071
	21777	  	21913	  	22213	  	22627	  	22905	  	23072
	21778	  	21914	  	22301	  	22630	  	22906	  	23075
	21779	  	21915	  	22302	  	22637	  	22911	  	23079
	21780	  	21917	  	22303	  	22639	  	22920	  	23083
	21783	  	21918	  	22304	  	22642	  	22932	  	23084
	21784	  	21919	  	22305	  	22643	  	22936	  	23086
	21787	  	21930	  	22306	  	22644	  	22942	  	23089
	21788	  	22003	  	22307	  	22645	  	22947	  	23092
	21790	  	22015	  	22308	  	22646	  	22949	  	23093
	21791	  	22026	  	22309	  	22649	  	22960	  	23102
	21792	  	22027	  	22310	  	22654	  	22963	  	23103
	21793	  	22030	  	22311	  	22655	  	22964	  	23106
	21794	  	22031	  	22312	  	22656	  	22967	  	23107
	21795	  	22032	  	22314	  	22657	  	22968	  	23109
	21797	  	22033	  	22315	  	22660	  	22974	  	23111
	21798	  	22039	  	22401	  	22663	  	22976	  	23112
	21801	  	22040	  	22405	  	22664	  	22980	  	23113
	21804	  	22041	  	22406	  	22701	  	23001	  	23114
	21810	  	22042	  	22407	  	22712	  	23002	  	23116
	21811	  	22043	  	22408	  	22713	  	23003	  	23117
	21813	  	22044	  	22427	  	22714	  	23004	  	23119
	21814	  	22046	  	22433	  	22715	  	23005	  	23120
	21821	  	22060	  	22443	  	22716	  	23009	  	23123
	21822	  	22066	  	22448	  	22718	  	23011	  	23124
	21826	  	22079	  	22480	  	22720	  	23015	  	23126
	21829	  	22101	  	22482	  	22724	  	23017	  	23128
	21830	  	22102	  	22485	  	22726	  	23018	  	23129
	21835	  	22103	  	22508	  	22727	  	23021	  	23130
	21837	  	22124	  	22514	  	22728	  	23022	  	23131
	21838	  	22125	  	22520	  	22729	  	23024	  	23134
	21840	  	22134	  	22534	  	22733	  	23025	  	23138
	21841	  	22150	  	22535	  	22734	  	23027	  	23139
	21842	  	22151	  	22538	  	22735	  	23030	  	23140
	21849	  	22152	  	22542	  	22736	  	23031	  	23141
	21850	  	22153	  	22546	  	22737	  	23035	  	23148
	21851	  	22172	  	22553	  	22741	  	23038	  	23149
	21852	  	22180	  	22554	  	22742	  	23039	  	23150
	21853	  	22181	  	22556	  	22746	  	23040	  	23153
	21856	  	22182	  	22567	  	22747	  	23043	  	23155
	21861	  	22191	  	22570	  	22801	  	23047	  	23160
	21862	  	22192	  	22576	  	22802	  	23050	  	23163
	21863	  	22193	  	22578	  	22810	  	23055	  	23168
	21864	  	22194	  	22579	  	22812	  	23059	  	23169
	21865	  	22201	  	22580	  	22824	  	23060	  	23173
	21868	  	22202	  	22601	  	22835	  	23061	  	23175
	21869	  	22203	  	22602	  	22842	  	23062	  	23176
	21871	  	22204	  	22603	  	22844	  	23063	  	23177

  

 C 









											
	23181	  	23455	  	23702	  	24017	  	24503	  	25428
	23183	  	23456	  	23703	  	24018	  	24504	  	25430
	23184	  	23457	  	23704	  	24019	  	24505	  	25432
	23185	  	23459	  	23707	  	24020	  	24506	  	25434
	23188	  	23460	  	23801	  	24055	  	24512	  	25438
	23192	  	23461	  	23803	  	24059	  	24513	  	25440
	23219	  	23462	  	23805	  	24060	  	24514	  	25441
	23220	  	23463	  	23806	  	24064	  	24515	  	25442
	23221	  	23464	  	23824	  	24065	  	24517	  	25443
	23222	  	23487	  	23830	  	24066	  	24520	  	25444
	23223	  	23502	  	23831	  	24070	  	24521	  	25446
	23224	  	23503	  	23832	  	24072	  	24522	  	25541
	23225	  	23504	  	23833	  	24073	  	24523	  	26704
	23226	  	23505	  	23834	  	24077	  	24526	  	26711
	23227	  	23506	  	23836	  	24078	  	24528	  	26714
	23228	  	23507	  	23837	  	24079	  	24531	  	26726
	23229	  	23508	  	23838	  	24083	  	24536	  	26757
	23230	  	23509	  	23840	  	24084	  	24538	  	26808
	23231	  	23510	  	23841	  	24085	  	24540	  	26817
	23233	  	23511	  	23842	  	24087	  	24541	  	26836
	23234	  	23513	  	23850	  	24088	  	24543	  	26847
	23235	  	23514	  	23851	  	24090	  	24544	  	26851
	23236	  	23517	  	23860	  	24091	  	24550	  	26865
	23237	  	23518	  	23872	  	24092	  	24551	  	27215
	23238	  	23520	  	23875	  	24095	  	24553	  	27229
	23250	  	23521	  	23878	  	24101	  	24554	  	27330
	23294	  	23523	  	23881	  	24104	  	24555	  	27332
	23298	  	23529	  	23882	  	24112	  	24556	  	27376
	23304	  	23541	  	23883	  	24121	  	24557	  	27410
	23310	  	23551	  	23885	  	24122	  	24558	  	27502
	23314	  	23601	  	23890	  	24127	  	24563	  	27504
	23315	  	23602	  	23894	  	24137	  	24569	  	27505
	23320	  	23603	  	23901	  	24141	  	24571	  	27511
	23321	  	23604	  	23909	  	24151	  	24572	  	27520
	23322	  	23605	  	23921	  	24153	  	24574	  	27521
	23323	  	23606	  	23922	  	24162	  	24576	  	27526
	23324	  	23607	  	23923	  	24174	  	24577	  	27530
	23325	  	23608	  	23930	  	24175	  	24578	  	27534
	23405	  	23609	  	23934	  	24176	  	24579	  	27539
	23430	  	23651	  	23936	  	24179	  	24580	  	27546
	23432	  	23661	  	23937	  	24184	  	24588	  	27560
	23433	  	23662	  	23942	  	24341	  	24592	  	27572
	23434	  	23663	  	23943	  	24382	  	24593	  	27576
	23435	  	23664	  	23947	  	24401	  	25401	  	27610
	23436	  	23665	  	23958	  	24402	  	25411	  	27612
	23437	  	23666	  	23959	  	24407	  	25413	  	27616
	23438	  	23669	  	23966	  	24416	  	25414	  	27658
	23439	  	23690	  	23974	  	24422	  	25419	  	27713
	23450	  	23691	  	24012	  	24426	  	25420	  	27818
	23451	  	23692	  	24013	  	24441	  	25422	  	27855
	23452	  	23693	  	24014	  	24450	  	25423	  	27882
	23453	  	23696	  	24015	  	24501	  	25425	  	27907
	23454	  	23701	  	24016	  	24502	  	25427	  	27909

  

 C 









											
	27910	  	28304	  	28376	  	28442	  	29040	  	29466
	27916	  	28305	  	28377	  	28443	  	29056	  	29468
	27917	  	28306	  	28379	  	28444	  	29401	  	29469
	27919	  	28307	  	28382	  	28445	  	29403	  	29470
	27921	  	28308	  	28383	  	28447	  	29404	  	29472
	27922	  	28310	  	28384	  	28449	  	29405	  	29479
	27923	  	28311	  	28385	  	28451	  	29406	  	29482
	27926	  	28312	  	28386	  	28452	  	29407	  	29483
	27927	  	28314	  	28387	  	28455	  	29410	  	29484
	27929	  	28315	  	28390	  	28456	  	29412	  	29485
	27932	  	28318	  	28391	  	28457	  	29413	  	29487
	27935	  	28320	  	28392	  	28458	  	29414	  	29492
	27937	  	28323	  	28394	  	28459	  	29415	  	29510
	27938	  	28326	  	28395	  	28460	  	29418	  	29511
	27939	  	28327	  	28396	  	28461	  	29420	  	29526
	27941	  	28328	  	28398	  	28462	  	29423	  	29527
	27942	  	28332	  	28399	  	28463	  	29426	  	29544
	27944	  	28334	  	28401	  	28464	  	29429	  	29545
	27946	  	28337	  	28402	  	28465	  	29430	  	29554
	27947	  	28338	  	28403	  	28466	  	29431	  	29566
	27948	  	28339	  	28405	  	28467	  	29434	  	29568
	27949	  	28340	  	28406	  	28468	  	29436	  	29569
	27954	  	28344	  	28408	  	28469	  	29438	  	29572
	27956	  	28348	  	28409	  	28470	  	29439	  	29575
	27958	  	28351	  	28411	  	28471	  	29440	  	29576
	27959	  	28352	  	28412	  	28472	  	29442	  	29577
	27964	  	28355	  	28420	  	28478	  	29445	  	29578
	27965	  	28356	  	28421	  	28479	  	29449	  	29579
	27966	  	28357	  	28422	  	28480	  	29450	  	29581
	27973	  	28358	  	28423	  	28518	  	29451	  	29582
	27974	  	28359	  	28425	  	28521	  	29452	  	29583
	27976	  	28360	  	28428	  	28537	  	29453	  	29585
	27979	  	28364	  	28429	  	28539	  	29455	  	29588
	27980	  	28366	  	28432	  	28540	  	29456	  	29597
	27986	  	28370	  	28433	  	28543	  	29457	  	29598
	28241	  	28371	  	28434	  	28546	  	29458	  	29654
	28301	  	28372	  	28435	  	28547	  	29461	  	
	28302	  	28373	  	28436	  	28572	  	29464	  	
	28303	  	28374	  	28441	  	28574	  	29465	  	

 Roomstore West 
 Includes all zip codes within 50 miles of a current Roomstore Texas store. 
  

 C 









					
	75148	  	Malakoff	  	TX
	75428	  	Commerce	  	TX
	77351	  	Livingston	  	TX
	77414	  	Bay City	  	TX
	77437	  	El Campo	  	TX
	77802	  	Bryan	  	TX
	77833	  	Brenham	  	TX
	78017	  	Dilley	  	TX
	78025	  	Ingram	  	TX
	78119	  	Kenedy	  	TX
	78624	  	Fredericksburg	  	TX
	78934	  	Columbus	  	TX








 EXHIBIT D 
 FEES 
  

 D-1 








 
Implementation Services: 
 Fees for Online Sales: 
 Fees for Implementation Services waived by Furniture.com for applications and services related to
Furniture.com and Client Websites. 
 Fees for Infocenter and Tagging 
 Fees for Implementation Services related to the Infocenter and store tagging are $37,900, with 50% due to initiate the project and the remainder due at the completion of acceptance testing. 
 Applications and Services: 
 Definitions: 
 “Orders” shall mean any order for Client’s products received through the on-line check-out feature
of the Application Services on the Furniture.com Website and Client Website. For greater certainty, Orders do not include orders for Client’s products that are ultimately completed in Client’s stores, even if such sales commenced by a
Customer browsing the Furniture.com Website or Client Website. 
 “Delivered Sales” shall mean revenues of Client from the sale of
furniture, home accessories, and related products and services exclusive of 1)Taxes, 2) delivery charges, and other similar fees and charges, that are Orders processed through the Application Services and that are delivered to Client’s
Customers. 
 “Returns” shall mean revenues of Client arising from Delivered Sales that are refunded by Client to its customer as a
result of the return by such Customer, within 60 days of delivery, of products included in Delivered Sales. 
 “Reprocessed Orders”
shall mean any Order, or portion thereof, which was completed through the on-line checkout feature of the Application Services, subsequently canceled and re-processed through any other Client method or channel prior to the delivery date of the
original Order. 
 Fees for Online Sales: 
 Within fifteen (15) days following the end of each calendar month during the Term, Furniture.com shall provide Client with a written statement (the “Sales Statement”) setting forth the
aggregate dollar amount of Orders placed by Customers of Client through the Application Services that became Delivered 
 Sales during such
calendar month. The Sales Statement shall set forth the amount owed by Client to Furniture.com (the “Fees”) based upon such Delivered 

 
Sales. The Fees owed each such calendar month shall be equal to thirteen and one quarter percent (13 1/4%) of Delivered Sales equal to or less than one million dollars
($1,000,000), and twelve percent (12%) of Delivered Sales greater than one million dollars ($1,000,000). 
 If, during the course of
investigating Orders processed through the Application Services that were cancelled prior to delivery, Furniture.com discovers that such Orders were Reprocessed Orders, Furniture.com will include any such original Orders in the applicable Sales
Statement as Delivered Sales. 
 Within fifteen (15) days of its receipt of any Sales Statement, Client shall provide Furniture.com with a
written accounting (the “Client Statement”) setting forth Returns and corresponding order numbers experienced by Client during the applicable calendar month. 
 Fees for Infocenter and Tagging 
 Furniture.com will invoice Client $275 per month for use
of the Infocenter and tagging system. 
 After implementation, should design changes be required to tag templates, Furniture.com will charge
standard rates for graphic designers. 
 After implementation, should functionality changes be required to the Infocenter, Furniture.com will
charge standard rates for Software Engineers – Level 2. 
 Payment 
 Each Client Statement shall be accompanied by payment of an amount equal to the Fees set forth on the corresponding Sales Statement, less an amount equal to Fees invoiced or received by Furniture.com for
Returns experienced by Client during the applicable calendar month. 
 Past due amounts, not subject to a good faith
dispute, shall accrue late payment fees at one and on-half percent (1 1/2%) per month. 


  

 Exhibit D-1 








 Custom Services: 
 Furniture.com will charge the following standard rates for time
and materials for Custom Services, unless otherwise agreed between the Parties in writing: 
  

				
	 Service Personnel
	  	Hourly Rate
	 Project Manager
	  	$	210.00
	 Software Engineer – Level 3
	  	$	185.00
	 Software Engineer – Level 2
	  	$	155.00
	 Software Engineer – Level 1
	  	$	125.00
	 Graphic Designer
	  	$	95.00
	 Copywriter
	  	$	55.00

 Hardware, third party software and other materials will be billed to Client at Furniture.com’s
cost. 



  

 Exhibit D-2 








 EXHIBIT E 
 REQUIRED SOFTWARE, EQUIPMENT AND SERVICES 
 To access and communicate
with the Application Services, Client will require a workstation with the following minimum requirements. 
  

			
	Workstation Minimum Requirements
	Computer/Processor	  	Computer with a 486/66-MHz processor or higher (Pentium processor recommended)
	Operating System	  	Microsoft Windows® 98, Windows 98 Second Edition, Windows Millennium Edition (Windows Me), Windows NT® 4.0 with the high encryption version of Service Pack 6a (SP6a) and
higher, Windows 2000, or Windows XP
	Browser	  	Internet Explorer 6.0 or later
	Memory	  	128 MB of RAM minimum
	Display	  	Super VGA (800 X 600) or higher-resolution monitor with 256 colors
	Network	  	Internet connection; Client network connection
	Peripherals	  	Mouse or compatible pointing device

  

 Exhibit E-1 








 EXHIBIT F 
 FURNITURE.COM TRADEMARKS AND LOGOS 
 

 
  

 Exhibit F-1 








 EXHIBIT G 
 HOSTING SECURITY DESCRIPTION 
  

 Exhibit G-1 









	1.	Physical Security 

 Production application services will be hosted from a remote, secure, guarded facility. The secure facility will exhibit the following features: Restricted access, 24 hour monitoring, certification of identity for access and logging of
access. All computer systems and network cabling supporting application services will be protected. 
  

	2.	Network Transport Security 

 Client private information will be encrypted by industry standard methods prior to travel over public network segments. 
 Inbound network traffic from shared network segments will be analyzed as to source and content prior to propagation over the private hosting network and beyond. Inappropriate network traffic will be automatically discarded by firewall
software and logged. 
  

	3.	Network Protocol Security 

 Network protocol sessions will be subject to a rules check verifying source, destination and consistency of protocol behavior. Inappropriate network protocol sessions will automatically be broken by firewall software and logged. 

 

	4.	Application Service Security 

 Access to a subset of application service features and access to a subset of data by application service features will be restricted. Access to restricted features and data will be accomplished by authenticating the user and matching the
user’s request with configured rules for access. Authentication will occur by using network transport security and network protocol security. 
  

	5.	Data Security 

 Private
data will be secured with physical, network transport, network protocol and application service security. Additionally sensitive data will be protected by encryption when it is stored. Sensitive data is presently defined as Client Customer payment
method details and delivery address. Private data is also secured against loss by redundant storage and secured remote backup. Furniture.com agrees that it will safeguard Customer Information in material compliance with all Federal, State and local
privacy laws, rules and regulations applicable to Furniture.com and to Client, including but not limited the Gramm-Leach-Bliley Act of 1999 and the regulations promulgated thereunder. 
  

 Furniture.com agrees to comply with all VISA U.S.A. VISA and MasterCard International (hereinafter, each, an “Association” and, collectively, the “Associations”) rules and regulations (the “Association Rules”)
regarding the security of cardholder data, and agrees to have proper security measures, as prescribed by the Association Rules, in place for the protection of cardholder data. Any fees, fines or penalties arising from Furniture.com’s failure to
comply with the Association Rules shall be the responsibility of, and paid by, Furniture.com. Furniture.com shall immediately notify Client of any suspected or confirmed loss or theft of any transaction information. Furniture.com shall provide
reasonable access to its applicable locations, subject to reasonable restrictions relating to confidentiality and non-disclosure, to an Association or independent third party acting on behalf of an Association, solely to verify Furniture.com’s
ability to prevent future security breaches in a manner consistent with the requirements of any current or future Association Rules. Furthermore, Furniture.com shall indemnify Client and its bank credit card providers and their respective successors
and assigns against any and all costs, expenses, damages and/or losses resulting from such breach of security, or loss or theft of transaction information caused by Furniture.com’s failure to comply with the then-current Association Rules.

  

	6.	Ongoing Obligations 

 Furniture.com shall maintain such hosting security consistent with commercially reasonable North American professional application service provider and hosting industry standards. 


  

 Exhibit G-1 








 EXHIBIT H 
 DRAFT PRESS RELEASE 
 RoomStore and Furniture.com Announce
Agreement 
 - Industry’s Top Website, Technology Platform Will Expand, Enhance “All Aspects” of Leading
Retailer 
 & Its 65 Stores – 
 WALTHAM, MASS. –             , 2005– Furniture.com today announced that it has signed an agreement to provide RoomStore, Inc. – a
leading furniture retailer with 65 stores in six mid-Atlantic and Southern states – with exclusive geographic rights to Furniture.com’s industry-leading web address, online sales and customer service technology platform. 
 Headquartered in Richmond, Virginia, RoomStore operates stores in Pennsylvania, Maryland, Virginia, North Carolina, South Carolina and Texas. The retailer
offers a wide selection of professionally coordinated home furnishings with leading style, value and service. 
 “We are excited about
partnering with The RoomStore and look forward to contributing to their continued success. Our role will be to utilize the power of our Internet presence and industry-leading technology platform to drive incremental sales, enhance customer service,
and streamline operations for The RoomStore and its 65 locations,” stated Carl Prindle, President and CEO, Furniture.com. 
                          of The RoomStore said the partnership with Furniture.com will be an integral aspect of
The RoomStore’s growth in 2006 and beyond. 
 <“Beyond merging the RoomStore experience with the convenience and ease of online
shopping and service, Funiture.com’s array of leading technologies and services will enhance all of our existing operations – from merchandising and marketing through customer service and support,”>
                         said. 
 Through their Furniture.com partnership, The RoomStore will quickly gain access to new customers through the Furniture.com address and website; added in-store traffic from website shoppers seeking real-life touch tests in local showrooms;
incremental revenue generated through sales on Furniture.com’s website; web-based technology to enhance merchandising and customer service operations for both in-store and online customers; and access to unique preference data generated by
Furniture.com shoppers. 
 Furniture.com is expected to introduce RoomStore merchandise online during the first half of 2006 as well as launch
e-commerce offerings at The Roomstore’s current website. 
 Currently, Furniture.com’s furniture retail partners include the Levitz
and Harlem Furniture chains in the U.S. and Leon’s Furniture in Canada. Consumers view some 4 million furniture items per day and add $15 million in merchandise to their online shopping carts each week at Furniture.com. 
 About Furniture.com 
 Furniture.com
(http://www.furniture.com) offers consumers the best of Internet shopping by merging the convenience, accessibility and ease of online shopping with the proven infrastructure of North America’s largest furniture retailers. At Furniture.com,
consumers quickly browse, compare and buy brand-name furniture and accessories, find decorating advice and product information, and utilize interactive design tools. To complete the experience, Levitz, Harlem, and The RoomStore Furniture in the
U.S., and Leon’s Furniture in Canada, provide customer service and fast, in-home delivery. Furniture.com, a privately-held company, backed by a private equity firm with over $1.0 billion in committed capital, is a member of BBBOnline, TRUSTe,
and VeriSign. 
 # # # 
  

 H-1 








 EXHIBIT I 
 FORM OF SURVEY 
 [SEE NEXT PAGE] 
  

 H-2 








 

 
 Your feedback is important to us. Would you kindly take a moment to complete our survey? 
  

					
	1.	 	How easy was it to find what you were looking for on Furniture.com?	  	O Very easy
		 		  	  
 O Somewhat easy

		 		  	  
 O Somewhat difficult

		 		  	  
 O Very difficult

		 		  	  
 O NA/don’t know

			
	2.	 	Did you visit a store before placing your order?	  	O Yes
		 		  	  
 O No

			
	3.	 	If you spoke to a store sales associate about your order, how was your experience?	  	 O Very satisfactory
  
 O Somewhat satisfactory

		 		  	  
 O Somewhat unsatisfactory

		 		  	  
 O Very unsatisfactory

		 		  	  
 O NA/don’t know

			
	4.	 	How well informed did Furniture.com keep you about your order?	  	O Very informed
		 		  	  
 O Somewhat informed

		 		  	  
 O Somewhat uninformed

		 		  	  
 O Very uninformed

		 		  	  
 O NA/don’t know

			
	5.	 	How did you feel about the delivery notification process and scheduling of your delivery?	  	 O Very satisfied
  
 O Somewhat satisfied

		 		  	  
 O Somewhat dissatisfied

		 		  	  
 O Very dissatisfied

		 		  	  
 O NA/don’t know

			
	6.	 	Did the delivery agent keep to the schedule you agreed to?	  	O Yes
		 		  	  
 O No

			
	7.	 	How did you feel about the team that delivered your furniture?	  	O Very satisfied
		 		  	  
 O Somewhat satisfied

		 		  	  
 O Somewhat unsatisfied

		 		  	  
 O Very unsatisfied

		 		  	  
 O NA/don’t know


  

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	8.	 	How did you feel about the setup of your furniture?	  	O Very satisfied
		 		  	  
 O Somewhat satisfied

		 		  	  
 O Somewhat unsatisfied

		 		  	  
 O Very unsatisfied

		 		  	  
 O NA/don’t know

			
	9.	 	How satisfied are you with the quality of your furniture?	  	O Very satisfied
		 		  	  
 O Somewhat satisfied

		 		  	  
 O Somewhat dissatisfied

		 		  	  
 O Very dissatisfied

		 		  	  
 O NA/don't know

			
	10.	 	How satisfied are you overall with your Furniture.com purchasing experience?	  	 O Very satisfied
  
 O Somewhat satisfied

		 		  	  
 O Somewhat dissatisfied

		 		  	  
 O Very dissatisfied

		 		  	  
 O NA/don’t know

			
	11.	 	How does Furniture.com compare with similar sites you may have visited?	  	O Much better
		 		  	  
 O Somewhat better

		 		  	  
 O Not much better

		 		  	  
 O Worse

		 		  	  
 O Never been to another site

			
	12.	 	Based on this experience, how likely are you to shop with Furniture.com again?	  	 O Very likely
  
 O Somewhat likely

		 		  	  
 O Somewhat unlikely

		 		  	  
 O Very unlikely

		 		  	  
 O NA/don’t know

			
	13.	 	How likely are you to recommend Furniture.com to a friend?	  	O Very likely
		 		  	  
 O Somewhat likely

		 		  	  
 O Somewhat unlikely

		 		  	  
 O Very unlikely

		 		  	  
 O NA/don’t know


  

											
	14.	 	What did you specifically like about Furniture.com?
						
		 	 ̈  Website	 	 ̈  Convenience	 	 ̈  Customer Service	 	 ̈  Delivery	  	 ̈  Search
		 	  
  ̈  Pictures
	 	  
  ̈  Policies
	 	  
  ̈  Prices
	 	  
  ̈  Quality of Furniture
	  	  
  ̈  Selection


  

											
	15.	 	What specific things can we do to improve your satisfaction with Furniture.com?	  	 	  	 
		 		  	 	  	 

 

 
  

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